Retreat

Chapters

Pent Up, Pent House
Day One
Bonding With Friends, Old and New
Fidelity is a Harsh Mistress
Day Zero

Pent Up, Pent House

The sun was getting ready to set, as the train conductor checked his stopwatch to confirm they were on schedule.

“We'll be arriving at Manehattan in twenty minutes! All passengers please check your surrounding area for personal belongings, thank you”

He called out into the train, walking along from front to back calling to make sure everypony heard.

“Twenty minutes? I say, we finished just in time” Fancy said, as he looked down to his beautiful mare's ass, his seed running down the crack and coating the cheeks in globs.

“Mmm, you enjoy yourself, Fancy? Or did you have another one in you?” Fleur said with a giggle

“Fleur! Keep this dirty talk up and I'll spank your bottom again!” He said playfully, getting up to clean himself off.

The high society mare turned on her side, feeling he seed run off of her flank and into the sheets.

“Dear, what's the point in threatening me of a spanking? You know I'll enjoy every swat” She winked at him, wiggling her flank in the soft bed.

“Oh? Are you saying I shouldn't ever spank you again?” The stallion said with a knowing smirk on his face, as he ran a clean damp cloth over his lower parts.

“Ooh! You wouldn't dare! I'm your naughty filly, and I need my spankings” She mock-whined, sprawling out on the ruffled and dirty sheets. Ever the drama queen.

Fancy chuckled to himself, as he had finished cleaning up and sprayed a little cologne on himself to mask the smell of sex. He brought a new damp cloth to his mare, and began to rub it up and down her thighs with his hooves.

“This is what I love about you, my dear. I can act my self around you. I can be as dirty as I want and not have a single worry of being judged. And it's because you are just as sex crazed as I. I dare say, my testicles would be right blue if it weren't for you.”

The mare soaked in her lover's words, and relaxed to his cleaning. With a sigh, she sunk into the bed, her eyes closing in utter contentment. It was nice to get out of Canterlot.

She remained relaxed, feeling the cloth run down her inner thigh, and back up, then back down again. It was no surprise to her when it kept going down, and rubbed into her puffy lips. She didn't even try to stifle her moan. Then the cool cloth left her hot mound to travel up her other thigh, she let out an 'Aww' and heard Fancy chuckle.

*** *** ***
The two bakers had fallen asleep against each other, only to wake when the conductor called out the time. To Carrot's surprise, the three foals across from him hadn't acted up or cried a single time during the trip. This mare really IS talented in childcare, he thought.

“Sleep well, dears?” The two bakers heard over the rattle of the train. Cupcake yawned and stretched.

“Ahh. Surprisingly better sleep than I usually get at home” She exaggerated with a smile, the other mare laughed.

Over the course of the trip, she'd told them she was on her way to Manehattan to meet her husband who'd gone on a business trip, the trip was over, but the two were going to stay in a hotel to have a week alone while her mother, whom she said lived in Manehattan would watch after her three bundles of joy. Seems like the Cakes weren't the only ones with the idea of a retreat on their minds.

Mr. Cake wrapped his hooves around his wife, giving her a kiss on her lips.

“Hello, hon. Are you ready to be in the hotel together?”

“Mmm I can't wait” she giggled softly into his ear

“That reminds me,” the maternal mare said. “What hotel will you two be staying at? My husband reserved us a room at the Extended Neigh hotel just off of Tame Square.”

The couple's eyes brightened at this. “That's exactly the hotel we booked! Isn't it a small world?” Carrot said.

“Goodness! You simply must meet my husband! Deal Striker, he's a successful business pony. Owns several orchards far out west, keeps many Manehattan bakers supplied. He's looking at merging with a private rail company to ship his goods to other cities. He makes me so proud to call him my husband”

“Well he sounds like a good guy, of course we'd like to meet him.” Cupcake said politely

“Wonderful! We could go on a double date! He knows the perfect restaurant. Tell me, do you like Marediteranean food?”

The Cakes looked at each other and shrugged. “Never had it before... Wouldn't mind trying, though. Me and Cupcake are always up to trying new things”

“Oh, you'll think you've died and gone to heaven! Me and Striker love Marediteranean! How does tomorrow evening sound? We'll knock on your door at 5, what room are you staying in?”

“We're in room 3D” The two said in unison, then looked at each other surprised.

“3D? I'll be in room 5J if you need anything, dears. By the way, my name is Maternity Ward. Used to be a nurse, then a midwife. Now a happy housewife with three” She smiled.

*** *** ***

The train had pulled into the station, and the wheels screeched to a halt. Much to the delight of the conductor, they'd arrived three minutes ahead of schedule.

All the passengers had left the train and were collecting their luggage, as one stallion once again concealed in his trench coat and hat, scanned the crowd for the familiar blue mare and her yellow stallion. Apparently they were hiring a carrier to move their luggage to whatever reservation they'd made. He took a mental picture of the cart and made his way back to his waiting mare.

“Well? Do you have a place for us to stay?”

“As a matter of fact, I do. I think you'll be surprised. I'm sure its a rather quaint establishment. We only need four walls and a bed, at any rate.” He joked, leading his beloved to the hotel he had no idea where it was. Just follow the cart, Fancy He said to himself.

At last, they'd arrived. The Extended Neigh. Quaint indeed. The hotel was only rated three horseshoes, but he honestly didn't mind. He knew the Penthouse Suite would be well suited to his mare's needs.

They followed the Cakes to the reception desk, and listened intently as they checked in.

“Excuse us, we're here to check in to our room” Carrot said.

The mare behind the desk was light pink, and wore a red jacket, the hotel staff uniform.

“Of course! Name?”

“Carrot Cake”

The mare, 'Candy' by the looks of her name tag, flipped through a ledger for a moment.

“Sorry, no Carrot Cake.”

This surprised the stallion.

“Well, how about Cup Cake?”

“Nope. No cupcake. What room did you reserve?”

“It was room 3D, and I'm sure we reserved it.”

“I'm terribly sorry, sir. But my ledger shows that 3D is occupied, see? The key is taken as well.”

Fancy knew the situation warranted his intervention, he'd swoop in to save the day and make friends with these two ponies in need. An idea came to his mind.

“Ahem. Excuse me, 'Carrot' was it?”

The yellow stallion turned, and was met with a strange stallion in a tan trench coat. His voice sounded rather refined.

“Y-Yes, Carrot's the name. And you are?”

“A friend. I couldn't help but overhear your reservation trouble, and wondered if you'd let me handle the situation? See my lovely marefriend and I were reserving the Penthouse Suite of this rather quaint establishment, and it'd be plenty big for eight ponies, let alone just four. What say you, my good stallion?”

Cupcake was shocked. He looked to his wife, still arguing with the receptionist, then back to the stallion in front of him.

“W-well we wouldn't want to impose... I mean, me and my wife were kind of hoping to have a private room...”

“Nonsense, Carrot! I'm sure that in a suite as large as this hotel boasts, we'd never see each other if we didn't want to, and we'd hear nary a peep through the thick walls. Between you and me, the only reason my lovely mare and I are here is to get away from high society and enjoy each other's company.”

Carrot was still very unsure...He saw his frustrated wife walking back to him from the sorry looking Candy. He turned his attention fully to the rich pony and steeled himself.

“Well, Mister...” He paused.

“Er... Fancy Pants” The stallion said in a quiet voice.

“Mr. Fancy, my wife and I would love you take you up on your offer.”

*** *** ***

The four ponies walked down the hall to the elevator, Carrot and Cupcake at the back of the group for once. The yellow baker knew he was in trouble from the look on Cupcake's face. She didn't trust hotel room offers from strangers, and she certainly didn't seem to appreciate Carrot making such a decision without her input. She just wanted a relaxing retreat with her husband in a small hotel room.

As they reached the elevator, Fancy took his key and inserted it into the slot at the top of the buttons. A bell chimed, and they were ascending to the Penthouse. The elevator jerked to a stop and the bell chimed again, and the doors slid open, revealing a rather large foyer with a small water feature on a stand alone wall.

To either side of that wall were entry ways to the large living space with seating, and dining accommodations. On each wall there was a door to a bedroom, and in the center of the seating area was a shallow bubbling hot spring that could easily fit the four ponies and then some.

Fancy and Fleur were shocked, their expectations were much lower than what they got. No wonder it costs thirteen-hundred bits per night. The rich pony said to himself.
The Cakes were absolutely blown away. They'd never even come close to this level of luxury in their honeymoon suite at the Ponyville Stable Inn. In fact, this suite made the pictures they'd seen of room 3D look like an outhouse. They turned from the beautiful décor and saw the couple removing their unnecessary coats and hats. It was then that Cupcake recognized who these ponies were, at least the stallion.

“H-honey! That's! That's F-Fancy Pants! The most important pony in the Canterlot Elite!”

“The what now?” Carrot had to admit, he never cared much for those magazines Pinkie got his wife reading. He was perfectly happy to never know the names of those aristocrats he thought he'd never meet.

“Ah, yes. Now you see why poor Fleur and I had to keep our cover. Our little retreats aren't very interesting when we are constantly being followed by poniratzi. Isn't that right, dearest?”

“Indeed. We really like to just retreat from the high society life every once in a while. But we can't very well do it with our faces showing everywhere go”

At this the Cakes seemed to understand and relax a little.

“So you wanted us to stay in your suite, why?” Cupcake was still a little suspicious.

“The honest truth, madame is that when I laid eyes on you two this morning it made me wish dear Fleur and I could live simple quiet lives as you do. Fleur and I would have been married years ago if it wasn't for our image. I need to seem 'available' to keep my sway in the Elite.”

Fleur chimed in “A married stallion doesn't have much sway when half the aristocracy is female, and a third of the stallions are pampered colt cuddlers. Though Fancy and I have been passionate lovers for many years, and swingers for the last few of them”

This drew a blush to Fancy's cheeks, and left the Cakes confused.

“I uh... 'Swingers'?” Carrot asked.

“Ah yes, you see. Fleur and I... On occasion... Swap partners with another... couple.”

With the looks he was getting from the two ponies in front of him, he felt pressured to justify his statement.

“Its a very healthy way to keep things fresh in the bedroom! As long as all parties are consenting and comfortable with it, I find it greatly affected our relationship for the better, wouldn't you, Fleur?”

“Why of course! We've never been happier together since we opened our relationship to others. I find it really strengthened us and brought us together.”

The Cakes seemed to accept this, and Cupcake smiled

“Well, I can't judge another for their kinks. It sounds fun, really. Anything to strengthen a couple's special bond, right dear?”
“O-of course honeybun” Carrot was daydreaming about what it was like to swap partners.

“We're glad you are so understanding” Fancy said warmly, leading the group to the seating area.

“Me and my darling Fleur will be in the master room washing up and unpacking. You can take any room you like, and don't be shy about room service! Feel free to order whatever you desire on a whim. You are my guests, and you will have the best.”

“Thank you so much” Carrot said as the two closed their door. He turned to look at his wife.

“Well? What do you think of my decision now?” He boasted slightly.

“I'll deal with your punishment later, dear.” Cup teased “But as for the suite, I admit it's lovely. Think Fancy would mind if we ordered a bottle of champagne?”

Carrot grinned wide

“I don't see why not, we are his guests, after all.”

*** *** ***

Carrot groaned loudly, as he was denied yet another orgasm by his mistress. It wasn't often he was the submissive one, but he loved it every time he was.

“Oh, I'm sorry. Did you want to cum, pet?”

“Y-yes mistress”

Cup tightened the bonds on his hooves, making extra sure he couldn't wiggle free to please himself. His front hooves were tied behind his back like a chicken, and his back hooves were on a spreader bar, leaving his painfully erect cock stranded, with two bubbly flanks grinding wet lips into the shaft, the hood of his cock rubbing into his belly.

“Well you're going to have to please your mistress first! You like to please me, don't you pet?”

“Yes mistress! I exist to please you! Use me!” Carrot begged

The blue mare grinned as she slid her flank up her pet's shaft, and along his stomach to his muzzle, until he could feel his nostrils on her sensitive lips, her plump cheeks enveloping his face and her scent overwhelming his senses.

“Lick” She commanded sternly

Her pet wasted no time, his tongue eager delving into her folds. He still had limited control over where he licked, and he chose to tease, by just licking the lips between her dripping entrance and her throbbing clit, until she decided to grind her flanks up and down to smear her juices into his face.

“Buck yes! Lick me like a dog!” Cupcake cried as she ground her clitoris into her pet's tongue, feeling herself getting close so soon, she'd been really pent up. Several minutes later, her grinding seized as her body was rocked by a massive orgasm, Carrot kept his tongue moving in a steady fast paced rhythm as his mistress rode out her orgasm, squirting a hot load of mare juices into his wide open maw.

Finally she came down from her orgasmic high, and allowed her pet a breath of fresh air by raising her rump a little. She heard a loud gulp as suspected he'd just guzzled the cum she felt herself squirt. She moaned as she felt her arousal rising again at the thought of her glazed carrot cake.

“Good boy. Do you want to cum?”

“Yes mistress”

“Then lick your mistress' rump really well, and she'll give you a really good orgasm. Understand?”

“Yes mistress, let me lick you”

Such a good stallion. She lowered her rump down, sliding slightly down so her plothole pressed against her pet's nose. His tongue sent a jolt up her spine. She always loved to be licked there, in her most dirty place. The dominance really got her hormones flowing. She looked to her pet's rod, and saw it was oozing precum, he was so close to the edge.

“You're such a good plotlicker, you filthy dog. Lick your mistress clean”

She said as she bent down and took her pet's stiff erection between her hooves. His tongue nearly faltered at her touch, he needed release so bad. She spat on his hood, causing him to spasm, and slowly licked up the shaft to meet with her lips where she spat. She could feel his flesh pulsing with his heart, beating so fast, and she stuck her tongue into his urethra as she enveloped his head with her lips and sucked hard.

The only warning she got was a loud grunt before several large spasms and a matching strand of semen flowing on her tongue as she swirled it all over her pet's head.

Eventually the spurts subsided to a gentle flow of seed, and soon that flow ended as the grunts in the room stopped with a sigh. She sucked hard, drawing one last drop from the hole in his rod before she pulled her head up and the softening cock popped out and flopped onto it's owner's belly.

She savored the taste of the salty bitter semen a moment before she turned around to see her husband with a content smile plastered on his face. She laid on top of him and pressed her lips to his, her mouth opening and some of the remaining semen she hadn't swallowed dribbled into his mouth, and was mashed between their tongues as they kissed like there was nothing else.

Author's Note

Surprised I wrote this chapter so soon! Maybe I can finish the story before the month is out? Fingers crossed. Please give me any feedback if you liked the story or if you have critique. Thanks to all who favored this story, I am writing this for you.

Day One

It was a chilly autumn evening, the kind made for cuddling with the one pony you loved. Cupcake found herself on a large cushion for two with her one true lover. Carrot Cake was draping his head over her tight round tummy, listening to one pair of lungs, and two heartbeats.

Cup was completely content with life at this moment, her husband's warmth on her hide, and her third foal nestling comfortably in her womb. There wasn't much time now, before she would bring her filly into the world, and Velvet Cake would take her first breaths. She felt so full of love, love for her foal, and for her husband who gave her this wonderful gift.

“Mmm” She felt Carrot moan into her side. “Can you hear me in there little one? I'm your daddy, and I love you very much” He said to the tiny beating meeting his ears. Moments later the two felt a tiny kick.

“Oh!” They exclaimed softly in unison, and looked each other in the eyes, as if to confirm the other felt it.

“Honey?”

“Yes Carrot?”

“What does it feel like to you when Velvet kicks?”

Cup was given pause... It was hard to put into words how she felt at this stage of being pregnant. Growing a life inside one's body is an odd sensation to put into words, after all.

“Well... Imagine how you'd feel if every breath, bite, and sip you take was going towards developing a foal inside of you... Over time it begins to have an effect on one's mind. I feel like I'm giving so much more, like every beat of my heart is a stitch of love I'm weaving into our dear Velvet. I love having our foal inside of me, it is a very close bond between us. And every move she makes feels like nothing I can describe.”

She finished softly, feeling another slight kick in her womb. She'd really missed being pregnant like this. Carrot was stroking her tummy, and pondering.

Soon she felt something that was once quite soft press into her back. She knew her husband was getting aroused by something in his mind.

“Carrot dear? Tell me... What are you thinking about?”

“Well... I was just thinking about how our Velvet is growing out of the seed I planted inside of you... And it's making me feel strangely like I want to plant another seed. And another after that. Such a primal urge, I know. But I can't help but feel aroused by it.”

Cup stifled a giggle

“Would you like to mount me and make me your mare, hm? Plant your seed?”

“Do you even need to ask?” The stallion said, gently getting up and nipping playfully at his mare's ear, drawing a giggle from her lips

Carrot positioned himself over his wife, and continued to plant kisses on the back of her neck as he rubbed his semi erection against her flank. He could feel she was already wet against his member, as he began to thrust his erection against her outer lips, sharing a moan with her.

“Are you my mare?”

“Ah-always, Carrot. Take me as your mare!”

With those words he pulled his stiff cock back, lined it up as he did so many times before, and slowly pressed the head into her dripping entrance.

Feeling her marehood being slowly filled drove Cup mad, her hormones seemed to heighten the pleasure.

"Ohhh rut me, dearie! Plant your seed!"

At this, Carrot began to pick up speed. With Cup's belly being so distended, she couldn't lay as low as usual, thus her rump was the perfect height for this position.

The pleasure of being filled up was magnified by her raging hormones. She'd never been more turned on than this moment as she felt like she'd found her place in life. She loved being pregnant more than anything else. A dull poke against her cervix drew her out of her blissful thoughts as she realized her husband was balls deep inside of her, screwing for all he was worth, which to her was everything.

She felt him about to cum, every twitch in his throbbing cock, and with every surge she got from his balls slapping her clit she was inching her way to orgasm right along with him. This is what she wanted, to be filled with his sperm every day for the rest of their lives together.

“Huh-Honey! I'm-m gonna-!”

Was all she heard before a warm splash was felt in the depths of her marehood, right as she clamped herself around him as tight as she could, squeezing every last drop out as she had an incredibly powerful orgasm.

The spent stallion slumped onto his wife's back, and with a sigh, slid down her side and plopped onto the pillow.

“Ahh... How was it, honey?”

Cupcake couldn't think straight. She'd had the most intense orgasm of her life, and while they usually don't tire her out, she felt really tired all of a sudden. Why were her legs so wet?

“Honey?” Carrot asked again, concerned.

Cupcake only watched her husband, a very concerned look in his eyes.

“I- I Think my water just broke..” She said, breathless. It was happening!
“Oh my! Ohh- Sun! Honey, just stay calm, honey?”

Why did she feel so light headed? She felt like she was going to float away... She was really scaring her husband, though...

“Cup? Cupcake? Honey!”

~~~ ~~~ ~~~

“Honey! Come on, wake up. We need to change the sheets.”

“Wha-? huh? Carrot what the buck are you doing?” She asked groggily

“The champagne bottle must've fallen over in the night. Guess it was pretty stupid to put it in the bed with us without a cork, huh?”

Cupcake removed her blanket, sure enough there was the bottle between them, still dribbling flat champagne into the hotel bed. Cup groaned as she flopped out of the bed, and made her way to the bathroom.

“Honey?” Carrot called after her, but she ignored him.

She closed the door behind her and stared at her reflection in the spotless mirror. She looked like crap, but that wasn't what was on her mind. No, she wasn't worried about the dark circles around her bloodshot eyes, her bedmane, or her shaggy damp fur.

What was bugging her was her dream.

“What is wrong with me? I can't have another foal!”

She turned to draw the shower curtain and stepped inside the spacious trot-in bath. Turning the knob, she was soon met with cold water running down her mane and fetlocks.

“Ahh... No more foals, Cup! You've got your hooves full with the twins! Not to mention Carrot, Pinkie, AND a successful bakery to watch over.”

There was silence, save for the trickle of water.

“Ugh... Why am I still thinking about being filled with his seed? Was carrying the twins really that good a time in my life?”

Thinking back, Cup remembered that for the first few months, it wasn't all that spectacular. Really, the most memorable moments occurred during the last three or four moths. But the hormones... She felt like she wanted to be bucked every minute of the day!

Her heart began to beat faster

“Ohh, be quiet, heart! I'm not having another foal, and that's final!” She shut the water off to emphasize her point. As she stepped out of the shower, dripping wet, cold, and reaching for a soft white towel, she stood in front of the mirror again as she dried herself off.

“Ugh... Why do I feel so empty?" Cup asked herself. "Why do I feel like I need to be filled? Isn't what I have enough?”

She continued working the towel.

“Sigh...Finally dry. Glad I don't smell like sex and alcohol anymore. Now it's time to work on my mane...”

Digging our her large toiletries bag, she retrieved a large red brush, some hair supplies, and a pill holder.

After only a few hundred strokes, scores of hairspray spritzes, and half a small miracle later and her mane and tail looked as beautifully styled as usual. She smiled to her reflection, and then looked down at her pill holder and a small frown appeared on her face.

“Come on, Cup. You have to take your birth control pills. You aren't having another foal, for the last time... You... You don't need a life inside you to feel fulfilled... Sigh...”

Her heart felt heavy. She wasn't usually a very emotional mare, but she felt like she was mad at herself. No, not herself... She was mad at these stupid pills for getting in her way!

“Why can't I have a foal, damnit? Between Pinkie and Carrot, the bakery is perfectly well staffed! And what my darling Carrot doesn't know won't kill him...”

Lifting the plastic holder in her hoof, she turned it over the toilet, hearing every pill splash into the water.

She was baby crazy, and she knew it.

*** *** ***

Carrot had finished putting the spare sheets from the closet on the bed, the alcohol thankfully evaporated and dried quickly, though the smell was still ever present.

“Well, that aught'a do it... Kind of wish Cup would have helped... I wonder why she was acting so strange earlier... “

Just then he heard the faint sound of a toilet flushing, and moments later the door opened, revealing his beautiful wife, all cleaned and groomed with a grin plastered onto her face.

“Morning dear!” She called, trotting to him happily, and kissing him deeply, their lips parting with a smack.

“You sleep well? You look very tired still...”

“Oh, I'm fine, Honey Bun. Honestly I was a little worried about you when you woke, you acted so strange...”

“Oh, don't worry about that, just a little hung over... Nothing a cold shower couldn't fix! Speaking of...”

Picking up the hint, Carrot looked himself over, observing his slightly stained fur and frazzled tail. He could only imagine what the upper half of him looked like. Raising a foreleg to sniff, he confirmed that yes: He reeked of sex and champagne.

“Well, I guess I could go for a shower... Will you be getting breakfast?”

“I suppose I could see what's on the breakfast menu and have something sent up... You wash and it'll probably be here by the time you get done”

She kissed him one last time, before stepping out of the dim room, and into the bright sunlit living area.

It took a minute for her eyes to adjust, and soon she could make out Fancy Pants sitting on a cushion at the table with a long folded piece of paper, presumably a menu, in his hooves.

He looked up at her as she was approaching the table to take a seat.

“Ah, Cupcake! So wonderful to see you're awake. How are you enjoying our little retreat so far?”

Settling into her cushion, the blue mare responded warmly

“Oh, Carrot and I are having a lovely time so far! Thank you again for accommodating us, it's really kind of you.”

“Oh, think nothing of it my dear. Many get the idea that Canterlot ponies are snobs who care only about them selves, but that's only true for about ninety-nine percent of them.” He chuckled, and continued on

“The other one percent of us would rather spend a bit on a friend than hoard it or waste it on frivolous material belongings. If there's anything you or your husband need, don't hesitate to ask me, understood?”

“O-of course, Fancy. But I think Carrot and I are all comfortable just the way we are for the moment...”

Fancy raised an eyebrow “I say, is something on your mind, dear?”

“W-well... There is actually one thing...”

“Out with it then, just say the word, Cupcake.” Fancy said warmly.

“Well... I have a friend. Her name is Maternity Ward. She and her husband are staying in this very hotel, in room 5J I believe.”

Fancy smiled. “Rather small world, isn't it? Do go on.”

“Well, I was wondering if it'd be okay with you if I invited her and her husband to stay in your penthouse, in one of the other bedrooms? There are two vacant ones, after all.”

The unicorn stallion seemed to ponder this a moment, before looking Cup in the eyes and speaking softly.

“Cupcake, if you want to invite your friend then go right ahead. I don't mind one little bit... What is her husband's name, out of curiosity?”

Cup had to think a moment to remember.

“I believe it was Deal Striker?”

“Ah, Lucky Strike! Charming fellow. Savvy business pony, too. He runs a few orchards out west, trades with bakers around here. I would know, I've invested quite a lot in his stock over the years”

Fancy sat back, a reminiscent look on his face.

“Wow, really is a small world, huh?”

“Yes, indeed. Will be nice to catch up with the old chap, we go way back he and I. But that's a story for another time. Shall we figure out what we want to order? I told Fleur I'd have breakfast sent up here by the time she finished her morning routine, meaning we only have an hour.”

Cup chuckled, grabbing a menu from the holder and opening it up.

*** *** ***

After a wonderful plate of hot cinnamon buns and famous Manehattan orange juice, and some swapped stories about how each of them came to meet their partner, and the Canterlot couple had retreated into their room to have more private time together. Carrot had gone to further unpack his bag and settle in, and that left Cupcake with a little free time to find room 5J and talk to Maternity.

“5F, 5H, ah! 5J!” She found herself in front of a brown door with black letters on it. Why was she so nervous? Just reach out a hoof...

*knock, knock*

A moment passed, until she finally heard somepony moving towards the door. The latch clicked and the handle turned. The door opened, revealing a tall orange earth pony with a purple mane and shaving cream on half his face. He looked like he had a few years on Carrot in age.

“Yes, what do you want?” He asked. Not too friendly a greeting. Then again, he was in the middle of shaving. Cupcake felt herself shaking slightly with nerves.

“Uh...Um... A-are you Deal Striker? I'm a friend of Maternity, and-”

The stallion turned and called into the room, “Honey, a friend is here to see you!” Turning back to Cup,

“Please excuse me, I have important business to attend, as you might have noticed.”

Before Cupcake could apologize to the stallion, he had turned and was already out of sight. A moment later a heavily pregnant Maternity Ward waddled up to the door.

“Oh! Cupcake dear, what brings you here? You'll have to excuse my husband, poor dear woke up on the wrong side of the bed this morning. Said the deal with the rail yard didn't go as well as he'd planned. Oh! Where are my manners, do come in, have a seat. Can I get you some coffee?”

Cup had made her way inside the small room. It seemed the rooms got better the higher off the ground they got.

“Oh, no thank you, I only came to say that we aren't staying in room 3D anymore, we've um... Been upgraded.”

“Upgraded? Mmm, sounds interesting. Do tell me about it, dear. And are we still on for tonight?”

“Oh, sure! I'm still excited to try some... What did you call it?”

“Marediterranean”

“Yes, that's the one. Well, about our little... 'upgrade'. Carrot made a friend in the lobby when we arrived... Fancy Pants”

“Oh! Fancy! Haven't heard from him in a while, how is he doing? Is he still with that Fleur De Lis mare?”

“Yes, they're staying in the penthouse suite right now as a matter of fact”

“Really? How lovely! I'll have to tell my husband, I know he'd love to catch up with him sometime.”

“Well, about that, he's offered us a chance to stay in a spare room in his suite. And there are two more unused rooms... I just came by to extend his invitation to you and Deal Striker, if you're interested. Its' a really big suite, and the room service is rather amazing!”

“Well, it sounds lovely! I'm sure upgrading to a penthouse suite would lift poor Striker out of the dumps.”

Cupcake sighed a mental breath of relief. She was looking forward to getting to know this mare better. She couldn't help but look up to her in a way. Reaching out her hoof, she handed her a tiny key.

“Here, take this key, and when you're ready to move your belongings just slot it into the keyhole at the top button on the elevator, it'll take you straight to our suite”

“Thank you so much, Cupcake. We'll be there in about two hours, okay? Just need time to pack and check out of our room. We're going to become the best of friends, you and I!” She said with a wink.

*** *** ***

It wasn't long until Cupcake had returned to her suite, and was pushing her door open.

The first thing she noticed was that the lights were very low, in contrast to the bright exterior, she was blind as a bat.
“Dearie?” She called.

“Mmm, back already my sweet honey bun?” Carrot said in a seductive voice

Cup immediately suspected what was soon to happen. She could tell his voice was coming from the bed. As she eyes adjusted, she could make out his figure laying on the bed in a sexy pose.

“Is my Carrot planning something special for me?”

“Oh? were you planning something special for me, my dearest Fleur?”

The usually prim and proper mare had changed into a very sexy saddle and matching lingerie that complemented her small tight flank. She rested her forehooves on the hoof of the bed and levitated a bottle of water-based lube in her magical aura.

“Mmmhmm, I want you to pound my tight plothole with your huge cock, Fancy”

The horny stallion grinned madly.

“Oh, you want to buck my back door in, hm?” Cup said in her sexiest bedroom voice.

Taking her stallion's already erect member between her hooves and licking the head, making it shine with her spit even in the dim lighting.

“That's your favorite hole, isn't it you dirty stallion?” She teased between long licks up his shaft.

Carrot could only grunt in reply. In truth, he most enjoyed being sucked off, Cup was just too good with her tongue. But her plump plot was a close second, for sure.

Once his shaft was sufficiently slobbered up, Cupcake bent her forelegs, raising her large flank in the air facing her stallion. Though she wished he would spill his seed in her pussy, she liked to give him what he wanted. And there would be plenty of time for that later.

Looking over her shoulder, she saw Carrot making his way to her with a hungry look in his eyes.

Fancy found himself behind his lovely mare's flanks, the bottle of lube now in his own magical aura. He opened the cap, and poured a generous amount on his stiff shaft, wincing at the cold contact, and rubbing it in. He then tilted it over his target hole, the spotless rosebud he so rarely got to penetrate. Fleur was a mare of class, no matter how dirty she got with Fancy in private.

As the lube drizzled down her crack, the mare couldn't help bit giggle at the tickling cool lube before she settled town and felt her stallion rubbing his slick member up and down against her entrance to get her ready.

Carrot bent down and placed his hooves on the soft flanks of his wife. Pushing her cheeks open he got a good look at the star shaped hole he was going to stick his cock into. Funny, no matter how many times they'd done this, it never once got old. Each time was like the first for him.

He noticed it was rather clean, but still dry. Well that wont do, will it? He leaned in and gave it a good lick, coating it in his saliva before he withdrew his muzzle and spat right in the center of it.

Raising himself up, he mounted the blue mare, and rubbed his shaft against her dripping lips for extra lubrication before he lined himself up.

Fancy slowly pushed his hood into her tight plot, and he could hear Fleur hiss in stifled discomfort.

“Just let me know if you want to stop, dearest. I'll be as gentle as I can”

She just nodded in response, and kept strong for her stallion's pleasure.

Fancy paused once he got the head all the way in to let her adjust again. She never seemed to get used to it. It was a small plot after all, and it felt amazing. Fancy knew every second is worth the wait to be hilted in his mare's plot.

Carrot was sliding in nice and easy, though Cupcake was well conditioned and could take the penetration with ease, when going without synthetic lube, they both knew it was best to take it easy.

As he reached the half way mark, he felt his hood connect with a soft squishy wall. It certainly wasn't the first time he'd felt this feeling around his cock. It just means it will smell a little extra when he was done, and that Cup won't be sucking it.

“Sorry, dear” Cup always said that when her poop chute was occupied.

“You always say you're sorry, dear. And I always say I don't mind” Carrot responded, kissing her neck for reassurance.

He gave it a little more force and was soon balls deep in his wife's anus.

After some gentle persuasion, Fancy was a little over half way, and it was a down hill trot from there. But he still couldn't be hasty, slow and steady wins the mare in this kind of race.

He gave one last steady push, and slid in another inch, this was met by a gentle gasp.

“Are you alright, Fleur?”

“Yes darling, please keep going, we're almost there. I want you to cum deep inside me”

Well Fancy Pants could honestly say he needed further persuasion. He gave a long gentle push, and slid down an inch at a time, until finally his balls met her dripping lips, signaling the end of their struggle.

Now after a short pause, he would pull out slightly, and buck in small movements, relishing in the feeling of his hood and shaft wrapped in hot smooth anal walls.

“Are you ready, my dearest?”

“Buck me” She replied, short of breath.

“OH BUCK ME!!! Harder! Harder!” Cupcake screamed blissfully, she'd rarely gotten to be this vocal in the past few years with Pinkie in her house, and now the twins.

Carrot was bucking base to tip, his balls slapping her lips and stimulating her clit every violent thrust. He was in heaven. every so often he would smack her flank, and she would jump a little, clenching her plot tighter around his shaft, driving him closer to his climax.

He decided to savor the moment, and slowed down just a little, listening to his mare's beautiful pleasured moans, and the suction noise of his cock in her gaping hole.

“Oooh, faster! buck me faster!” Fleur moaned as Fancy continued to pump in and out of her in short measured thrusts.

He decided she was warmed up enough, and began to make bigger movements and speed up slightly, hearing his balls slap against her really drove him to pound her harder.

Pretty soon he was pulling his large cock all the way out before ramming it back in her wide open ring. That didn't last too long, as his legs nearly felt like giving out, and he returned to short thrusts.

The pressure in his loins, and the increased moans from his beloved Fleur were indicative that they were on the road to cumming together.

“Oh Carrot! I'm going to cum! Keep bucking me! harder!”

The frantic motion of his cock and the animistic moans of his wife were driving him very close to cumming.

“Harder! Harder! Harder!! Ooohh!!”

That was it, he couldn't hold it any longer, his thrusts became irregular, as he shot his seed deep in his wife's pooper, his own semen causing him to slide in and out even faster as it coated his shaft. The two rode out their orgasm until Carrot pulled out, dribbling his last drops into her still gaping red hole.

He fell back into the bed with a thump, sighing in ecstasy.

“Ah! Ah! Ah! Ah! Yes! Buck! Me!” Fleur's mind was dominated by her pleasure as her rock solid steed continued to wildly buck her tight ass, nearing orgasm.

She could feel herself being pressed into the mattress and feel every spasm of her lover's cock as it buried itself deeper into her again and again, she began clenching her cheeks, trying to milk the seed out of her stallion.

It finally got to be too much for Fancy, and he began grunting uncontrollably, pumping shot after shot of hot sperm deep in Fleur's depths, as she wailed he head off in pleasure.

Carrot had nearly fallen asleep in the moment he laid in bed on his back, when he felt a familiar tongue prod at his drooping balls.

He opened his eyes and moaned as he saw his wife's blue face between his legs, lapping at his testicles, using her broad tongue to scoop one of them into her mouth. She couldn't fit two in, due to their size.

After juicing the one ball for a moment, she let it pop out, and she scooped up the other one and gave it the same treatment.

When she was satisfied, she picked herself up to the tip of his semi-erect cock and took note of the faint brown streaks along the shaft, and around the head.

“Shhh... I'm going to give you a special treat of my own, honey.” Cup spoke softly as she took the tip of his smelly cock into her mouth and began to clean it with her expert tongue

Before long the two couples had finished their fun together, and were resting on the beds intertwined with their partner. All was quiet and calm. Just the light panting from their exertions, and high of their powerful orgasms. Everything was still.

Until a knock came at the door.

Author's Note

Took my sweet time on this chapter. Had a good long think and I am pretty sure I know what I want to do with these characters, and soon they will all be in place. Lots of setup in this chapter, some obvious and some not so obvious. Really excited to type the rest of this story up and share. Once again, thank you to all who favored or gave an upvote. I'm writing this for all of you!

Bonding With Friends, Old and New

Retreat

Chapter 4:

Cupcake was the first one out of her room, after a quick freshening in the bathroom. She was greeted by two familiar ponies standing in the foyer of the suite, the cream colored mare had been knocking her hoof on the wall, calling out.

“Hello? Anypony home?”

“Maternity! So glad you and Striker accepted our invitation” Cup said happily, appearing from around the corner.

Deal Striker piped up before his wife could answer, seeming in a much better mood now, a bright smile on his face.

“Are you kidding? We wouldn't miss a chance to catch up with ol' Fancyflanks” He said with a grin, but noticing the blue mare was looking at him, a little lost. He decided it was a good idea to clarify.

“Fancy Pants and I attended the same university in Canterlot. Of course the two most immature ponies would become best friends, we had all kinds of names for each other. I haven't seen him in what... Five years?”

He turned to his wife for confirmation, and she spoke up

“Yes, last time we met was just a little while before I was pregnant with my first, we stayed with him and Fleur in their mansion in Canterlot, Striker was on a similar business trip, we stayed with them for maybe two weeks.”

“Yeah, Fancy and I were pretty crazy back then. Of course, he got boring as he got older” Striker said jokingly with a huge smile.

Just then Fancy Fleur had made their way around the corner to greet very old friends.

“Boring my flank, you little weasel. You've got a lot of gumption coming to my suite after what you tried to pull last time”

Fancy met him with a glare, which he immediately returned. The fur on Cupcake's neck was standing straight up, and she noticed she was holding her breath. But what she didn't notice was the casual looks the two were getting from Fleur and Maternity.

“What I tried to pull? As I recall, you were completely sold on the idea!”

“Well tell me, Strike, what kind of pony would come up with the idea to sneak into her Majesty's Harem? There aren't even any Stallions there we could have blended in with!”

“The same kind of pony who is equally drunk and agrees with the idea!” Striker shot back, his serious face faltering slightly.

The two just glared at each other for about three more seconds before both erupting in laughter. At this point Cup was completely at a loss.

The two stallions moved to each other and embraced in a manly hug, still laughing their flanks off.

The two mares, Maternity and Fleur were unimpressed, and spoke out in unison. “You done?” To their respective partners.

“Ah, not even close to half way, my dear.” Fancy said, as Striker turned his head to see his wife.

“Honey, we're going to need a minute. Would you mind taking my bag to the room for me?”

She just looked at him, picking up their two bags, and responding with the two handles in her teeth

“Oh sure, you take all the time you need to catch up with your coltfriend” She said jokingly, as she trotted off, beckoning to Cupcake and Fleur to follow her.

Fancy and Striker let each other go at the comment, but the earth pony called back to his wife, “We only did it once!” Turning back to his best friend, he finished with a softer voice. “And it was pretty fun” he said wit ha silly look,

“Striker, we were drunk and in college. And there may have been a hot tub in the mix, it's all so fuzzy.”

“Well no wonder you didn't learn anything there! We got drink like, every night. Seriously how lucky are we to have been assigned dorm mates?”

“Very, Lucky Strike”

He loved being called that. Best! Nickname! Ever! The two walked further in to the suite, taking a seat on one of the large plush cushions and catching up with each other, not a care in the world.

Striker noticed that there was in fact a hot tub, and made a mental note that he'd have to get some booze. Well, more than he had in his bag already.

*** *** ***

The three mares were all crowded into one the formerly vacant rooms, all yapping about their stallions.

“I don't get it” Cup started. “Are they always like that?”

Maternity, who was focused on unpacking her bag, casually replied.

“Oh yeah. Trust me, you haven't seen them once they get even an ounce of alcohol in them. They can do some... Entertaining stuff. You heard about the 'Harem incident', so you can imagine what else they can get up to.”

Fleur laughed a little

“I swear, darling. If we hadn't been there to bail them out, they would have been gelded as punishment.”

“Fleur! I thought we agreed never to speak of that again!”

“Oh, what? How we joined the Royal Harem to atone for the stupidity of our stallions?”

“Fleur!” The older mare groaned, cheeks flushed red.

Cupcake was absolutely stunned.

“Y-you two were in the Royal Harem?! What was that like?”

Maternity let out another groan, before Fleur spoke up, cutting her off.

“Oh it was so much fun!”

“Said the mare who is actually bi-sexual. Do you ever consider that some mares aren't comfortable eating other mares out?”

“Oh stop. You survived, didn't you? And you really must admit, no stallion can lick with the know-how a mare can.”

“I beg to differ! My Striking can lick me better than any mare ever could. Not to mention no mare could ever fill me up the way he can.”

Cupcake almost felt like she shouldn't be listening, let alone joining in the conversation, but she was just so curious now that they'd brought it up.

“I've never been with a mare, Carrot and I got married right out of school. Come to think of it, neither of us have ever slept with another pony besides each other...”

This drew a gasp from Fleur

“Darling! Have you only been with the one pony in all your life?”

“W-well... We did grow up in a small town, after all...”

“I think that's very romantic, Cup” Maternity chimed in. “But... Certain other ponies here **A-hem** Fleur and Fancy **A-hem** Are rather hardcore swingers, and will likely try to get you and your Carrot in the bed with them.”

“What are you saying?”

“I'm just saying... If you wanted to protect the exclusivity of your sex life, you should be careful”

Fleur couldn't just stand there and be quiet as this was going on.

“Now you've gone a little far, dear Maternity. And you're one to talk, like that harem incident was the only time you've been with any other pony. Or have you forgotten about the milk pony incident?”

The pregnant mare gasped

“You wouldn't dare hold that over my head! I was in heat and Striker couldn't make it home in time! And I've told him about it anyway. He uh... He actually thought it was hot”

She said, looking at her hooves with a blush.

“A-ha! Who's the swinger couple now, my dear?”

“We aren't swingers! We just uh... Invite a consenting third pony into bed... Sometimes.” Was it possible to blush as hard as this mare?

“And on the subject of bi-sexuality” The high class mare continued. “It's okay to be curious, dear. Aren't you ever curious as to why Striker only invites other stallions into your bed?”

“Hey! I offered to invite a mare once!”

“And?”

“He... Declined...”

“And there you have it. So maybe the fact that your beloved stallion has a little thing for cock will help you see that it's okay to bat for the other team.”

Had this seriously just happened? Cupcake was still trying to wrap her head around it... But she was being distracted by other things. She'd have to have a talk with Carrot later about the whole 'other partner' thing... Maybe he'd- “OW!”

Cupcake felt a stabbing pain in her lower region. The all-too-familliar ovulation pain. Maybe that's why she'd been so horny? She sure picked a bad day to flush her pills. Or a good day, she grinned internally.

“Are you alright dear?” Fleur broke the silence that had fallen.

“She's ovulating.” Maternity brushed it off casually.

“Ovulating? How can you tell?”

“Because, Fleur, unlike lucky mares like yourself, most mares actually feel our egg ripping itself away from our ovaries.” She said simply.

“Oh, right. I am pretty lucky, aren't I?”

*** *** ***

It wasn't long after the other two stallions had settled into their cushions that a fresheded up Mr. Cake finally emerged from his room, and moved into the center seating area to greet the new arrival.

“Well hello there” Striker said as he eyed up the slender yellow stallion. “Who's your friend, Fancy Flanks?”

Fancy brushed over the comment.

“Ah, Carrot. Your wife is helping Maternity Ward settle in. This is her husband, Deal Striker.”

“Pleasure to meet you, Striker.” Carrot said warmly,

“Eh, you can lay off the fancy talk. We're just ponies, aren't we? Say... You wouldn't happen to bake, would you? You certainly look the type.”

The business pony was still checking Carrot out, though he didn't seem to be bothered by it.

“Well, me and my wife run a bakery.”

“You're obviously not from around Manehattan, are you? I'd have heard of you if that were the case. Tell me, would you be interested in making an important business deal? I supply bakers with all sorts of supplies. From pecans to cherries, flour to sugarcane. I have a card around here somewhere...”

“Striker!” Fancy interrupted. “Try not to mix pleasure with business. Or business with friendship, for that matter.”

“Oh please. It'd be unfriendly of me not to do business with Carrot here.” Turning back to the baker “So how bout it? I can get you premium ingredients shipped right to your door for cheap! You'll safe a pretty bit” He winked

“Uhh.. I'm not sure. Usually Cupcake deals with supplies. We live in Ponyville, so a lot of ingredients are grown by local farm ponies.”

“Well shoot. Wow I really do need to get business off the mind. Hey, does that hot tub work?”

The two turned and looked at where his hoof was pointing, at the still shallow tub of water. Fancy was the first to respond.

“Well I assume so.”

“You are aware of what happens when you assume, right?”

“Of course. But can you think of a reason why it wouldn't work?”

“Oh I have no doubts it gets hot and bubbles, but will it help me relax?”

“Only one way to find out.”

Fancy got up, he hadn't been wearing his jacket, or any clothing for that matter and set a hoof into the water to rest on the seat.

“Well, it is pleasantly warm...”

“Hey let me try!” Striker rushed to the edge, and all but jumped in, a miniature tsunami washing over the white unicorn and getting the tile surrounding the tub wet.

The now wet Fancy Pants glared at his friend, who was sighing in relief.

“Haven't been in one of these in ages... Where are the controls? I can tell right now this thing needs the heat turned up.”

Fancy finished lowering himself in, and reached over to the small panel he'd stepped over in doing so. He looked at the dials until he found the one that said 'Temp' and generously turned it up.

The water began to bubble slightly, and built in lights turned red to set the mood.

With Striker on one end, his friend on the other, and Carrot standing between them on the edge, a silence fell over the room. Just the blooping of bubbles. Finally Striker interrupted the awkwardness.

“Well go on then, aren't you getting in?”

“Uhh...”

And the awkwardness came flooding back with a vengeance. Carrot finally broke down and gingerly stepped into the tub, seating himself on the stone bench. Feeling the warm bubbling water relax his muscles he couldn't contain a sigh.

“You said it” Fancy agreed, letting out his own sigh.

Another long silence fell... Until

“Call room service. We need booze”

*** *** ***

“Why in Equestria did your husband only pack three suits, a toothbrush and a jug of moonshine?” Fleur asked in surprise as Maternity finally moved on to unpack her husband's bag.

“The suits make him look good, the toothbrush is for plaque, the moonshine helps his charisma and stamina and doubles as toothpaste for the brush” She said jokingly.

“That's actually really funny.” Cup responded. “You know, Carrot usually has more stamina when he's drunk and we get it on. Then again, so do I” She said, smiling.

Cupcake was really happy with how much they had opened up over the course of about 45 minutes.

“Well, that about does it”

Maternity said, closing the closet door, and pushing the dresser drawer shut.

“But wait, didn't you miss this one?” Fleur asked, pulling out a black bag that was half kicked under the bed.

“Don't worry, I got-” She stopped sentence as she'd opened the flap with her magic to see it was stuffed to the top with dildos, hoof-cuffs, a ball gag, anal beeds, several types of lube and a strap-on. Just to name a few items sitting on top of the clutter.

A very embarrassed Maternity Ward swiped at the floating bag, knocking it onto the bed, causing some of it's contents to spill out for Cupcake to see. She let out a sigh in defeat.

“Well, I guess it's too late to cover it up now.”

“Cover what up?”

“Well, I didn't exactly intend on showing you girls my collection, now did I?”

Cupcake looked at the small assortment of toys on the bed, then back to Maternity with a reassuring smile on her face.

“You call that a collection, dearie? You should see Mine. We had to hire a cart to carry all of our bags to and from the train, and lets just say we didn't pack much in the way of clothing” She finished with a wink.

The once embarrassed mare's jaw hung open.

“Wh-What?” Fleur asked, equally stunned. “I mean, Fancy and I packed a few toys and accessories, but you actually brought along your entire collection?”

Cup chuckled a little

“Well... that's our travel sized portion. We like toys” She finished, a huge grin on her face. She was stifling laughter.

In mere seconds the whole room was awash with the laughter of the three mares inside.

Maybe it was an embellishment, but at least it helped out her friend. Besides, it's not like they'd want to see her entire collection, right?

“Oh you simply must show us!” Cried Fleur, finally managing to control her fits of laughing.

Oh.

“Yeah, Cup!” Maternity bumped her shoulder playfully. “But maybe another time, I have to get my husband ready for tonight...”

The pregnant mare waddled her way over to the door, and opened it, peeking her head out to a very unexpected sight.

It was her husband, Carrot Cake and Fancy Pants hooting and hollering while sitting in a hot tub in the middle of the room, a barrel of what she assumed was some sort of ale was on it's side next to Striker, who was filling a mug to pass to the yellow stallion. By the looks of things, it wasn't their first round.

“Just what are you three doing?” She asked crossly, tapping her hoof on the edge of the tub.

“I say, **hic!* We're having a grand ol' time my dear Maternity. Care to join us?” Fancy's accent was somehow thicker while he was intoxicated.

Carrot just stayed quiet as he noticed the other two mares were stepping out of the room to stand right behind the pregnant pony. He was a little glad this was only his second drink, Fancy and Striker already finished the first barrel and ordered another one.

“Honey! We were jusht talking about **hic!* About you. Remember that time I first tried to give it to you in the butt?”

“Deal Striker!” She nearly blushed, but kept her glare firm, causing the stallion to shrink back a little. “The girls and I are going out. We'll be back tonight, and I expect to find you in our room when I get back. You are in trouble, mister.”

Carrot looked really uncomfortable, sharing looks with his wife. Finally he spoke out.

“W-we tried to tell him it was way too early to be drinking, honest. But he insisted 'it's five o'clock somewhere' “

Maternity turned her glare to Carrot, who shrunk back too.

“I- I mean, have fun tonight, girls.”

Fleur walked past Fancy, and shook her head at him, laughing a bit inside. What a silly stallion. She had an occasion to dress for.

Cupcake moved to her husband, gave him a kiss on the cheek and whispered to him

“You have fun. I'll 'punish' you when I get back. That's two nights in a row, sweetie. But, I'll let you off easy tonight, no bondage.” As an afterthought she added. “But I still expect to get my plot cleaned.”

This caused the stallions little carrot to stiffen in the water, thankfully the bubbles concealed it. Cupcake trotted happily off to her room to get herself ready.

*** *** ***

It was about fourteen seconds since the three mares disappeared behind the elevator doors before the three stallions were drinking again like they weren't even interrupted in the first place.

“So like I was telling ya's, the first time she took it up the butt, we'd just had our first foal and she told me her cunt was off limits for six weeks.”

“Really? What'd you do to piss her off, Lucky?”

“Oh she wasn't pissed. But she was like bleeding or something. So I told her, I said 'I ain't goin' no six weeks with no sex' “

“I couldn't go that long, I'd have to clop or something. Thankfully Cupcake never says no when I want it”

“I know, right? I told her I wanted to buck her up the ass, and after some persuasion she finally let me. She was so tight... Thought she was going to squeeze the life outta' my cock”

Carrot was thinking of the first time he'd done Cupcake in her plot, they were a very young couple, not yet married. She said she didn't want a foal out of wedlock, and wouldn't let him finish in her pussy. He'd finally convinced her to try anal, just to see what it would be like to finally finish inside. It was one of the best days of his life.

“Hey!”

Carrot snapped back into the present.

“You awake, sleeping beauty?”

“Umm...”

Carrot tried to ignore that. Not being drunk was making this awkward for him.

“Yeah, I'm awake. Pass me another mug, will you?”

Striker chuckled, and reached over to grab another mug to fill with cider and passed it back.

“I bet you can't finish that mug in thirty seconds.”

“What?”

“I'll race ya”

He had been filling up his own mug.

“Fancy you be ref.”

“I'll do my best, my good man”

“Wait, but I don-”

“OneTwoThreeGO!”

Striker called out, and immediately began guzzling. Not one to be showed up easily, Mr. Cake scrambled to down his own mug.

Fancy had counted to twenty when both mugs slammed down on the side of the tub at the exact second.

“HA!” They said in unison, pointing a victorious hoof at the other.

“You tied” Came Fancy's voice, shattering their victories.

“Round two!”

Striker began filling the mugs, wiping the foam from his muzzle.

“One... Two...Three... GO!”

Again, the two gulped and gulped. Carrot felt a little light headed, his skin was warm and tingly. Ah, inebriation, sweet inebriation.

At the seventeen second mark, Carrot slammed his mug down, beating striker by nearly two seconds.

“Carrot wins!” Announced the ref, sipping his own mug.

Carrot wooped, pumping his hoof in the air, while Striker 'harrumphed' in defeat

“Awww Don't feel bad, Strikey **Hic!* There's always next round!” said the yellow stallion with a grin.

“Oh yeah? How about this: One hundred bits says you can't finish the whole keg in five minutes”

“You're on! Outta' my way, let me at that barrel. Ref, count for me.”

*** *** ***

“This is the place!” Maternity declared happily.

The trio of mares stood outside a small restaurant on a relatively quiet street corner.

“This place? Fancy and I have passed by here before! Never been inside, though I hear the grilled veggies are to die for” Fleur spoke cheerily

Cupcake glanced up to the sign, before following her new friends inside. It read “Aladdin Fine Marediterranean Cuisine”

Once inside the three mares were greeted by a chipper feminine griffin with white feathers, and gray wings.

“Hello! Welcome to Aladdin! My name is Feather Dust, table for three?”

Maternity was happy to respond first

“Hello again, Feather. Been a while, huh? These two are with me.”

The griffon was taken aback.

“Maternity? So good to see my favorite guest again! How's the husband?” She asked, while leading the mares to a table, dropping menus in front of each seat.

“He's been doing good! And as you've probably noticed we're expecting... Again.”

The griffin chuckled at that

“I certainly did notice. So I'm guessing no alcohol for you today, huh? Would you like the usual cranberry juice instead?”

“Ohh, you know I like the cranberry juice here.” Turning to her friends, who seemed lost in their menus. “Dears, I highly recommend the cranberry juice... If you needed some help deciding”

She said with a friendly smile.

Cupcake was at a loss. She couldn't make heads or tails of the menu. All the characters were alien to her!

“I'll have the cranberry juice, by recommendation of my friend.” Fleur spoke up. The two glanced at Cup, who was holding her menu upside down for some odd reason, trying to inspect the words closer, they guessed.

“Uhh... Cupcake will be having the same, Feather.” Maternity finally concluded.

“Okay then! I'll be right out with your drinks!”

As the griffin bounded off, Maternity couldn't help but laugh at her two companions.

“What is so funny, dear?” Fleur asked, blushing a light shade of pink.

“Oh, nothing. But uh.. If you two need help ordering your food, just ask me.” She said smiling.

“I'll have to take you up on that” Cup said, having folded her menu and pushed it as far away from her as she could.

The pregnant mare turned her menu around for Cup to see.

“Well, the grilled eggplant is nice, Broccoli Rabe is Striker's favorite... Fleur, I think you should try the Couscous Paella. Cupcake... I recommend the Butternut Squash Pilaf.” She held her smile, and looked at the others who seemed quite intrigued.

The two mares looked at each other, then back to Maternity. “Sure!” Their voices rang out in perfect unison.

*** *** ***

Carrot was laying back, his nostrils barely above the frothy water. His attempt to drink all that cider left him with naught but a warm belly and an aching, dizzy head.

“I knew you couldn't do it!” Deal Striker beamed

“Better luck next time, ol' chap. Striker, mind if I help finish the rest?”

“I don't mind, sexy” Striker slurred with a wink of his eye

The two stallions had loosened up quite a bit with the amount of sobriety they didn't have. Carrot hardly noticed the two across from him, he was so focused on not throwing up.

Fancy and Striker had scooted closer together, and were drinking from the same spigot, taking turns.

“I've made a *hic* huge mistake” The baker finally said, raising his head out of the water

“Hey, hey. Its okay Carrot *hic!* C'mere” Deal Striker moved closer to Carrot Cake, moving his foreleg over the yellow stallion's shoulders, bumping his chest with the other hoof.

“You tried your bes... Your best. And that's all anyone can ask for, really. It's been so long since I had a good drink with some good friends, you guys are the best” He said happily, pointing at Fancy, who had just finished the last sip from the barrel.

“It's been so long, Lucky st-*hic* Strike” The posh stallion scooted closer to his old friend, and wrapped his hooves around him in an awkwardly positioned hug.

It only took a moment for Fancy, practically sitting in Strikers lap, to notice something slightly protruding into his own crotch.

“*hic* I say... Striker... Is that a pencil o-or are you just really excited to see me, dear friend?”

Without an ounce of shame, the aroused stallion answered his friend.

“I'm just happy to see you... I was thinking about the hoofjob you gave me the last time we were in a hot tub together... Do you ever think about that”

“Striker! I know we had fun, fooling around when we were younger... But I just don't think its a good idea to get into that now...”

Fancy was distracted by the idea. He remembered the last time he was intoxicated with his best friend in the whole world. He had been curious then. “Just what was was like?” He had wondered. When he finally had his chance to find out, he was too scared to go much further than mere rubbing his friend's shaft. He was shocked that Striker was willing to suck him off shortly after, but that stallion had always been a wild one.

“Fancy Flanks... Are you excited to see me *hic* too?” Striker said huskily, feeling a stiff rod jabbing into his belly.

The white unicorn was embarrassed enough to blush and awkwardly avoid answering.

“Maybe my Fancy wants to pick up where he left off? I think you were just about to give head when you stopped...”

Fancy clumsily fell back, getting off his friend's lap. He was still blushing. He couldn't deny himself that he was tempted. So what was holding him back?

He looked down into the water and could scarcely make out the outline of his friend's cock... A sight he hadn't beheld in ages. “Well, if I'm going to do this at all in my life, might as well be with him” Fancy thought.

Slowly, Fancy Pants reached down with one hoof, and gently as he could brushed it along the shaft he wanted so bad to experiment with.

Striker let out a soft gasp, relaxing and leaning back, lifting his hips so the head of his erect member emerged from the water.

Fancy stared into the eye of the hood in front of him, and stuck out his tongue. He wanted to ease himself into it, and took his other hoof to masturbate his best friend as he stared at the precum slowly oozing out of the tiny hole in the flat head.

Carrot cake had distanced himself from the duo, staring intently on what was going on. That'd seemingly completely forgotten about him, but even he seemed to forget he was even here until his aching erection reminded him he was still in the presence of these two. He decided to keep quiet and watch, the situation seemed fragile enough as it was.

Fancy was finally leaning down after a minute, and tentatively brushed his tongue on the loose skin on the side of the head, collecting just a bit of pre that had dribbled there.

The taste was oddly... Good. He was perplexed with the taste on his tongue that had already faded. He needed another lick.

Bending down again, he pursed his lips over the dripping hole and gave it a suckle, rubbing the tip of his tongue over it.

“The taste... Its very musky. A little salt here and there...” He thought “Maybe I need a little more...”

He opened his lips wider, and slid the head into his mouth, running his tongue into the loose skin under the hood, and began to suck a little harder, sending striker into moaning fits, He'd wanted this for so long.

Meanwhile Carrot was just starting to rub his shaft, intently watching the display in front of him, a moan just a little louder than he'd intended escaped his lips, drawing the attention of the other moaning stallion in the tub.

Striker looked over to see Carrot was surely enjoying himself. “He's so cute... His slender frame...” He grunted again and called out.

“Carrot” Drawing the yellow stallion's attention, and beckoning him with a hoof jesture. Carrot Cake moved closer, and was surprised when Striker dove his head under the water and latched onto his throbbing boner.

The shock wore off quickly as he melted like butter in the warm watter. He was so close to cumming before, now he was on the verge of blasting his seed into another stallion's mouth. For some reason he could not fathom in his inebriated state, that fact was one of the biggest turn on's he'd ever experienced.

The experience was just as intense for Fancy Pants, still sucking away at Striker's meat rod. He was mesmerized by the taste, and needed more, sucking and taking the thick shaft almost half way down his throat, blowing bubbles in the water with his nose.

Striker was holding his breath, and giving Carrot's engorged head all he could give to make him cum faster. He could feel how close the yellow stallion was, and he wasn't far from cumming himself.

Carrot couldn't hold it any longer, he tensed up and let out a loud animistic growl as he ejaculated thick ropes of his cum into the groaning stallion's mouth.

At the same time Striker was pushed over the edge, the eruption of semen on his tongue drove him to cum forcefully down his old friend's throat, the poor stallion was too engrossed in tasting his friend's meat, he was totally unprepared to have his cum shot down his throat.

Fancy pulled back quickly, coughing to dislodge the goo stuck in his throat, while noticing Striker emerge from the water with a gasp, and Carrot melting against the edge of the tub.

Striker saw his seed dripping and and hanging from Fancy's chin and couldn't help but be turned on even more. He was tasting the sperm still in his mouth, and turned to Carrot.

“Hey Carrot” He said with his mouth full.

“Uh?” Carrot snapped back to reality to turn his gaze to the stallion who'd just sucked him off under the water.

Striker opened his mouth wide to show the big load that had been sucked from Carrot's dick. He then proceeded to close his mouth, make a loud gulp, and open wide again, showing the seed was gone.

*Thump!*

The yellow stallion's cock slapped against his belly, ready for round two.

*** *** ***

Three mares were sitting at a table, each with a different dish sitting in front of them, each varying degrees of eaten.

“And that was when Striker shouted: 'To infinity and beyond!' And just threw himself out the window of the palace, only to make matters worse by crushing a very expensive hedge below him!” Maternity and Fleur were regaling the story of the royal harem incident.

“He actually thought he was going to just fly out the window to escape?” Cupcake nearly doubled over in laughter “That's the stupidest thing I've ever heard!” The three joined in laughter.

Fleur continued the story from there

“Oh, dear. It gets even better than that, darling! By this point, Fancy was so confused he had no idea what he was going to do, Striker was already being subdued by the palace guard, and Celestia herself was standing not ten hooves in front of him.”

She stopped to laugh to herself at what she was going to say next

“He just charged, catching everyone completely off guard, and lept right over her head, a feat he could NEVER pull off while sober, he landed on her royal flanks facing backwards and shouted: 'Run like the wind, Princess!' “

Cup was stunned out of her laughter a moment

“That lasted about three seconds before she gave one almighty buck and sent him sailing into the wall on the other side of the room!” She concluded her story, laughing more.

The three settling down, Fleur thought out loud. “Honestly, I don't know how they are still alive after that night...”

“Yeah... Celestia was really angry...” Maternity recalled her time in the harem.

She'd never been more scared of losing her husband than that night. Then again, she'd never been angrier with Deal Striker. She couldn't keep him from drinking, it was just something they enjoyed to do together so much. She was pretty drunk that night herself, though she never mentions it.

“Maternity? Are you alright?” Cup's voice brought her out of her thoughts.

“Oh... I'm fine, Cupcake. I was just thinking about Striker. Me and him have had some pretty good fun in our time. I was just thinking... It's like we never really grew up from the college ponies we used to be...”

She reminisced, holding a bite of her fruit salad on her fork.

“You two are lucky, really. Fancy and I have a lot of expectations placed on us from high society. We can't just run away to neverland and be happy together... These retreats we take are what keep us sane! Being grown up is rather dull.” Fleur said, taking a slow bite of her Couscous.

“Honestly, Fleur, as much as I get on Striker's case about the immature things he can get up to, I feel like falling deeper in love with him every time he does something silly like tonight. He's my crazy colt”
She said, smiling.

Now it was Cupcake's turn to think about her husband. Carrot had always been very family oriented. He came from a broken home, and he doesn't usually talk about it, but she knows that's the reason he wants his own family to be happy and together. He treasures his job and his home, his foals, and most of all, he treasures his wife, and makes her feel treasured even after all these years.

“May I refill your drinks?” They were all interrupted when the waitress Feather stopped at their table.

“Yes, please.”

“Thanks”

“Uh-huh...” Cup was still distracted.

A moment later the three had their second round of cranberry juice.

Finally Cupcake spoke up, hoisting her glass.

“I know these aren't alcoholic... But I'd like to propose a toast, if you girls don't mind.”

“Why of course, darling”

“Yes, dearie, what did you want to toast to?”

“To our stallions. And a long happy life with them.”

“Cheers” The trio called, and a clink rang through the small restaurant.

*** *** ***

The three stallions had moved out of the hot tub, and made their way to the master bathroom, by invitation of Fancy Pants to dry off before continuing any fun.

“I still didn't get off in the tub, remember that Striker.” Fancy said to his friend, who had just suggested they could make good use of the princess sized bed the room boasted.

“Don't worry Fancy Flanks, I'll get you off. You brought some lube, right? Or is Fleur's ass still off limits?” He joked

“As a matter of fact, no. I did her up the ass just recently. So yes, we have lubricant” He said with a wink. He seldom got anal, and wasn't against the idea of getting it from his friend, if he was willing.

Carrot had finally finished drying himself, and was following the two into the bedroom. He dried off last on purpose, to let them take the lead.

Striker was first to mount the edge of the bed, his flank hanging off the side pointing at Fancy.

“Come get some, sexy colt.” He said, looking over his shoulder with a smug grin.

Fancy approached with trepidation, reaching for the lube in the middle of the bed he's just used earlier.

After a moment of doubt passed, he finally lowered the bottle, and applied a generous amount to his semi-stiff member, then a little more to the hole he was going to plunge it into.

Carrot stood back and watched as Fancy rubbed his shaft up and down Striker's plot to harden it fully, before he paused, brought it back and lined it up.

The white unicorn stallion slowly pushed the head of his hard cock into the tight ass of his best friend, taking it slow by the hisses and sighs his partner made.

Deal Striker wasn't nearly as tight as Fleur, and Fancy was able to hilt in a fraction of the time he took this morning. He was encouraged into a rough rhythm by the shouts of his male partner bent over the bed like a whore. He was getting pretty worked up himself.

Quickly turning his head to spot Carrot, who was on the other side of the bed stroking himself, Fancy called out.

“Carrot, get your cock over here, I want to taste you!” Any trepidation or nervousness the posh unicorn has was long gone, as the yellow stallion straddled Striker, and raised his cock up to meet Fancy's lips.

Opening his mouth, he began to suck in the same rhythm he was pounding Deal Striker's asshole. He had to admit, he was impressed with his own stamina, taking care of two stallions like a pro.

He kept his thrusting constant, and popped Carrot's cock from his mouth to speak.

“Your cock taste's amazing. Carrot. I want you to buck my throat deep with it, do you understand?”

Carrot only managed a nod, and a strained “MmmHmm” Before Fancy opened wide and took his cock almost all the way down.

The baker was already resting his hooves on Fancy's head, so when the white unicorn stallion had gone down as far as he could go on his shaft, Carrot thrusted with all his strength, feeling Fancy's nose meet the base of his cock.

He opened his eyes wide at hearing Fancy make the same choking noises Cupcake would make, and as he did he noticed a long white horn in front of him. Not knowing what else to do, he stuck out his tongue and gave it a long lick before taking it into his mouth.

Striker was in bliss, he'd never been fucked by a stallion as big as Fancy, and he was rubbing his prostate just the right way. He could feel his hard dick pressed between his belly and the bedsheets, and he knew he was about to cum soon.

Fancy was doing even better, the taste of stallion meat in his mouth, the exhilarating feeling of being choked by dick, the tight cock sock he was fucking, and now the hot and wet tongue on his horn. He was mere moments from cumming.

Finally Carrot Cake reached his peak, and for the second time in his life he came into another stallion. He still didn't get how this turned him on so much, he could feel the tight throat muscles trying to swallow around his throbbing cock as it spewed runny cum into Fancy's stomach.

Fancy was better prepared for it this time, and he tried his best not to choke too bad. The taste and feeling of a cock spasming in his throat drove fancy to release his own pent-up orgasm into Striker's bowels, every muscle in his body went stiff, and he barely managed to keep bucking through the most powerful orgasm he'd ever had.

Striker could feel the rush of hot sperm against his sensitive flesh, and the tight fast movements of the intruding cock pushed him over the edge, he felt his own sperm wet his stomach as he called out his pleasure to the world.

Carrot had finished his orgasm first, and he flopped down to his side, resting on the soft mattress, his limp dick retreating to it's sheath.

Fancy had finished cumming second, and fell forward to rest on Striker's back, who was still panting loudly.

*** *** ***

It was getting late, and the three mares had finished a great dinner together.

Fleur had offered to play the bill, and they were just making their way out the door.

“So where to next?” Cupcake asked, she was feeling particularly chipper after her butternut squash, and the toast they'd made.

Fleur spoke up excitedly, remembering something she wanted to bring up.

“Oh! I know a spa not too far from here that is simply divine!”

“A spa?” Cup asked flatly.

“It's been ages since Striker and I have visited a spa!” Maternity answered quickly, a little more excitement than she wanted to convey.

The blue baker mare just gave her new friend a look.

“You and your husband used to go to the spa?” She almost didn't believe it.

“Why of course we did! Though, he was more interested in eating all the cucumbers, making snowponies in the mineral enriched mud, and squirting all the lotions everywhere...” She chuckled to herself “I suppose there's a good reason we aren't allowed back to that spa.”

“Well, darling, this is a different spa, and it will be just us girls. I can tell you could use a good massage and coat treatment” Fleur said very happily.

Before long the two married mares were following the high class unicorn down the busy streets, until at last the hustle and bustle died down a bit and they arrived in front of an extravagant building with two floors. The sign over the door read “Kalologie Luxury Day Spa”

“Wow! This place looks... Expensive...” Maternity said, eyeing the sign with a blank expression.

Yeah, I don't know, Fleur, seems kind of... Mcuh...” Cupcake was getting cold hooves. She'd never been to a spa, and she didn't know what to expect on her first time.

“Nonsense! I can assure you, that while Fancy may have big bits from his position, I am still a wealthy mare myself. Not another word about expense, it'll be fun!”

The Canterlot mare ushered her two friends inside, and they found themselves in a large lobby area, decorated with cozy couches, a fancy fountain with a stature of a beautiful mare, and a small desk with a yellow pony holding a clipboard sitting behind it.

Fleur approached the mare, and cleared her throat, gaining her attention.

“Oh! Welcome to Kalologie! I'm Butterscotch... I don't recognize you, this must be your first time with us today, yes? How may we be of service?” The yellow mare had a sweet voice, and she was beaming friendliness.

“Hello, Butterscotch, I'm Fleur De Lis, and these are my two friends, Maternity Ward, and Cup Cake. We've heard about the Kalologie from your Pony Life article...”

“Oh yes! We've been getting more and more visitors since that article circulated... What treatments would your friends like to have today?” She said happily.

Fleur thought a moment, responded.

“Well, I sure know what I've been dying for, but my friends will need time to decide...”

“That's no problem, Fleur, here... Take these pamphlet and the three of you can decide what you want while you have a seat anywhere you like, and take all the time you need”

The spa mare gave three folded pamphlets to the unicorn, who offered a warm thankyou, before turning away to join her friends, who'd already taken a seat.

As Fleur took her seat between the two mares, she passed out the pamphlets and made herself comfortable. These cushions were really plush!

“So what do you girls think? Remember, the bit is on me, have whatever treatments you'd like”

Maternity was the first to speak up.

“I like the idea of the hooficure/massage combo. Been forever since I had a good hoof massage” She said dreamily.

“That sounds lovely! I have simply been DYING for a good hooficure lately... Of course I'd have to get the mud mask, oh! And mineral bath! How do you girls like the idea of the sauna? I think it'd be simply devine!”

Cupcake had barely been reading her pamphlet. She didn't notice how disconnected she looked when Fleur looked at her.

“Cupcake, darling? Is there something wrong?”

This snapped Cup out of her thoughts

“O-Oh... No... It's just that I've... Never really done the 'spa' thing...”

Fleur gasped at this.

“D-Darling! Oh that is just dreadful! I simply must remedy this at once!”

Cupcake was about to protest, but was given no chance before Fleur was standing, calling to the yellow mare behind her desk.

“Butterscotch, dear! We have a spa emergency! We'll take the full treatment for three, stat!”

At this the mare looked up from her schedule with a hopeful gasp, and zoomed to the back room to prepare the spa for three more guests.

After no time at all, the three mares found themselves sitting on a comfortable wooden bench in a small enclosed sauna, a spa attendant had splashed more water on the hot rocks in the middle and the room was filled with steam within moments.

Fleur let out a loud sigh of comfort.

“Ahh... Nothing opens the pores better, am I right girls?”

“I'll say.” Maternity said with a relaxed smile.

“I'll say it is difficult to breathe all this steam.” Cupcake mumbled, less than thankful for being dragged into the steam box she found herself in.

“Oh, Cupcake darling. Please just try to relax. You will ruin the treatment. Take my advice, and just loosen up, and try to take everything as it comes. These ponies are here to pamper us, so you're best off enjoying it.”

Cupcake let out a defeated sigh, before perking up slightly.

“Well, okay... I'm sorry, Fleur. Thank you for your generosity.”

This brought a smile to the unicorn's face.

“Think nothing of it, darling”

After an imperceptible amount of time in the sauna, a mud and mineral bath, and a delicious hooficure, the trio were enjoying a gentle full body massage.

Cupcake had to admit, she'd never felt so relaxed in all her life.

“What a wonderful way to spend an evening...” Maternity said blissfully.

“Isn't it, though?” Fleur responded.

“I'll say.” Cupcake sighed contentedly.

The white unicorn turned her head to look at the baker, raising a cucumber slice from one eye with her magic.

She saw a completely and utterly relaxed Cupcake laying on her side, a blissful expression on her face, and a cute masseuse working her exposed shoulder.

This brought a certain giddiness to the Canterlot pony that only helping a friend could bring. With a happy sigh, she settled back down with her cucumber slice.

“You know girls... I bet after our excellent treatment... A happy ending would be the perfect way to draw this visit to a close.”

Maternity ward was too distracted by her massage to answer right away, and Cupcake answered for her.

“Whatever treatment you recommend, Fleur, I'm perfectly happy to go along with.” She sighed again, before she was turned her back for a tummy rub.

“N-now wait a minute. First off, my barn door doesn't swing that way, Fleur, you know that. Second, Cupcake, dearie, do you even know what a 'Happy ending' is?” Maternity spoke, turning her head to her two friends.

Cupcake was a little lost...

“Well, no... Like I said earlier, I'm pretty new to spa stuff...”

Heaving a sigh, Maternity proceeded to explain.

“A happy ending is when a mare or stallion is having a wonderful massage, and when said massage is over, the masseuse gives that mare or stallion an orgasm.”

“O-oh...” Cupcake was blushing pretty hard at that.

“Oh please, it's not what you are thinking, darling. It is simply a mare's hoof caressing your folds just the right way to relieve all your tension. I assure you its marvelous!” Fleur beamed.

“Marvelous if you're into that kind of thing.” Maternity took a jab at her friend.

“Well, I'm getting one. Though you two are more than welcome follow suit. Ahem, excuse me, Tenderhoof? I'd like to request the happy ending for myself, please.”

“Absolutely, do you have any oils or lotions you'd prefer?”

“Cocoa butter, if you don't mind.” Fleur continued her massage for a few more minutes before her masseuse, Tenderhoof paused to apply cool lotion to her hooves.

In just another moment she brought those hooves to the soft teats of the sexy Canterlot mare laying on her back.

Fleur moaned softly as she felt her nipples go erect, and felt her flat mammaries, and she could feel her pent up stress being steadily relieved. Tenderhoof was making big slow movements back and forth and in circles, dipping down further between the mare's perfect hind legs to her puffy outer lips.

How could a mare stifle her moans of ecstasy from such wonderful hoofwork over her sensitive mare parts? Fleur's moans grew slightly louder as Tenderhoof focused on the areas between her thighs and lips, brushing her clitoris every other stroke.

Meanwhile Cupcake was distracted from her own now dull seeming belly massage by the sight and sounds of Fleur's happy ending. She watched the way the masseuse worked her thighs and maregarden and couldn't help but want that for herself.

“Uh... M-masseuse? I'll take the happy ending, too...”

The white coated pegasus mare, Gentlebreeze responded kindly

“Of course, Cupcake. Don't be nervous, a happy ending is a wonderful way to end a perfect day at the spa. Do you have any oils or lotions you'd like me to use?”

“N-no thank you.”

“Very well, relax and enjoy” She paused, as she positioned her hooves at the top of of Cup's crotch, and ever so softly pressed down to mold the muscles under her soft touch.

Cupcake sighed in pleasure, much to the shock and surprise of Maternity, who at this point was feeling more than a little left out.

**I thought at least Cup would stay on my side! … Now I want my crotch massaged.* *

With a defeated sigh, Maternity spoke out.

“Masseuse, Happy ending with lavender oil, please.”

The light pink unicorn nodded, and reached for her oils.

“Of course, Maternity.” She said with a smile.

While her friends were getting happy endings of their own, Fleur's was reaching it's height. Tenderhoof was focusing on her lips and clit much more now, pressing both hooves in and gently pushing the stress out of the mare she was working. She had done this long enough to know when a mare was about to finish, and this mare was close.

Gentlebreeze was gently breezing through the thigh and teat massage, and was already massaging the lips with vigor, encouraged by Cup's moans and the tension she was easing.

Maternity wasn't having the best time with her massage. It felt quite good, but she couldn't get into it wholeheartedly. She didn't understand how she could enjoy it so much physically, and still not get over her mental block. She knew her husband enjoyed having stallions in bed with them, and he didn't mind the other sex one bit. How was he able to accept his bisexuality so well when she kept trying to squash hers?

Her thoughts were interrupted by a moan from Fleur, louder than all the others. She turned to see the mare tensed up with two stranger's hooves between her legs. The sight drove her wild inside. Instantly she was feeling the hooves between her own legs turned her on more and more. She was thinking dirty thoughts about her friend, and she was going to climax any minute.

Cupcake was caught up in the act of admiring Fleur's powerful orgasm, and the anticipation drove her nearly over the edge. Her own moans rising as Fleur's fell with a long happy sigh.

Cupcake's mind was clouded with her impending orgasm, but for some odd reason she felt like she should have been cumming by now. She realized that maybe hooves weren't quite cutting it, she needed something to give her one final push.

Panting, she tried to call out softly to her masseuse

“H-hahh, Gentlebreeze! I- I need your tongue ohhh”

“What was that, Cupcake?”

“C-could you please l-lick me, I need it!”

Gentlebreeze thought a second. She wasn't technically allowed to use her tongue, but she had a thing for fleshy mares like Cupcake. She didn't think the skinny models in the magazines could hold a candle to the older ones with meat on their bones.

“I... I'd love to taste your cupcake” She said softly and seductively.

Leaning forward, she parted the lips with her hooves and dove her tongue right in, focusing on the area around the engorged clitoris.

Cup was moaning before, she was almost screaming now, trying to hold it back as she was inches from climax! The tongue licking her skillfully held just the perfect steady rhythm she needed to cum, and for the first time in her life, Cupcake orgasmed by the hooves of one other than her husband Carrot Cake.

She went stiff as a board, as her clit was assaulted viciously by the tongue of the spa mare. Cupcake squirted copious amounts of her cum on the muzzle of the sexy pegasus eating her out, and as she did so she heard another load cry of pleasure.

Maternity Ward, with two highly trained hooves attacking her folds, and a unbelievably sexy scene before her eyes was finally pushed over the edge, releasing her own squirt, not near as big as Cup's.

The whole time, the exhausted Fleur was torn between watching Cupcake or Maternity, and settled on the one with the tongue between her legs, though eventually the two came down from their intense orgasms as they laid there panting like dogs.

“This was the best spa visit ever” Fleur beamed.

“Uh-huh...” The two obliterated mares responded together.

Author's Note

So after writing a quarter of this chapter, a close loved one of mine passed away. Needless to say I have been putting off finishing this for a good while. Finally getting back into the swing of writing again... But anyway! Day one is NEARLY done, and the pieces are almost in place for a good week of drama and hopefully some group sex to smooth things over, eh? Find out next chapter when the girls return home weather or not the boys are in trouble or not, and what their punishments will be.

Might be a little bit, I'm currently writing two other stories... Anyway, thanks for the likes and favorites, leave a comment if you liked the chapter or if you spot anything seriously wrong. Till next time!

Fidelity is a Harsh Mistress

Retreat

Chapter 5: Fidelity is a Harsh Mistress

It was getting late in the city of Manehattan, The moon had been risen, set on it's invisible path across the dark sky by a widely mysterious princess. The air was crisp and cool, and though the nightlife of the big city was just beginning for many mares and stallions, three mares found themselves on the road to their hotel.

Fleur trotted along with an extra spring in her step, chatting to her two friends about the wonderful day they'd shared together.

“And my hooves have never shone so bright! I mean, just look at them!” Cupcake exclaimed, giddy after her first spa trip.

“What did I tell you, darling? Once you discover the wonders of a good spa treatment, you'll always want to be pampered.” The unicorn smiled, fluffing a lock of her mane as she walked along.

“I can't say I wasn't surprised when we got the 'happy ending' ...” Maternity said no neither pony in particular. She'd been quieter than usual after they'd left the spa.

Cupcake was the first to pick up on this, however.

“Maternity, I'm really sorry if I made you feel pressured or left out... I really couldn't help it. My hormones have been driving me crazy. You know the feeling...”

“Yes, I know very well the burning, the thick fluid, the mental fog. I'm not upset with you or anything, just caught me off guard, is all... I was pretty horny at the time, as well.” She spoke softly to avoid ponies hearing as they passed by.

“You really should embrace it, you know.” Fleur broke into the conversation.

“You can't tell me you aren't interested in mares. I know you too well, and I remember the harem much more clearly than you know. What was her name again? Velvet Vag?”

“N-now hang on just a minute, Fleur! First off, that is a private matter I will not discuss in public, and second, for your information, her name was Velvet Lips and she was naught more than a friend.”

Fleur had her chuckle, but it seemed to her that the poor mare had taken her a little too seriously.

“I was only teasing, darling. I didn't mean to upset you, honestly.”

The cream colored mare relaxed a bit, and let out a loud breath.

“I'm sorry, Fleur. I just don't like it when you do that. It grates on me, you know?”

“Maternity, you don't have anything to apologize for, it was my teasing. Friends?”

The three paused outside the entrance of their hotel and faced eachother.

“Friends” Maternity reached out and the two met in an embraced.

“Aww” Escaped Cup's lips.

They parted, and looked at her, both blushing slightly.

“Hey, I for one really enjoyed the time we shared, I never really had a close friend, and especially one I can share a intimate moment like the one in the spa.”

The baker spoke happily as she led the group into the front doors to the lobby.

“It was rather nice...” Maternity admitted

The trio silently walked down the main hall where the elevator was.

Cupcake pressed the button, and they all stepped inside.

“You know what, girls? I think tonight has been the most fun I've ever had. It's so nice to shirk the aristocratic facade and act like a real pony for once.”

Fleur said, turning her Suite key in it's lock.

“Yeah, I never realized how much fun I was missing out on, going out with good friends. I hadn't noticed how much of my life was spent on my bakery...”

Cupcake swayed as the elevator began to ascend.

“Going out with Deal Striker isn't the same as a night with the girls... I really enjoyed it.”

Maternity said happily.

*Ding*

The doors slid open, and the group entered the main space of the suite, noticing the lights were off, save for the hot tub light.

“Uhhh... Where are the boys?” Cupcake asked, slightly confused at the scene in front of her.

Tipped over mugs, and empty barrels of cider littered the immediate area of the tub. Fleur found the light switch, and flipped it.

“Do you thing they went out?” The unicorn asked.

“No.” Maternity responded. She was staring intently at the water splashes leading to one of the rooms.

“They're in there” She pointed.

Fleur took out her room key, and slid it into the knob, turning it with her magic.

The door swung open to the large bedroom, the lights were dim, and three stallions were passed out on the bed tangled in each other's hooves.

As the three mares gathered around the bed, each of them were staring at their respective stallion with mixed emotions playing across their faces.

Cupcake saw her husband's face covered in drying semen, his mane mussed and mouth hanging open. She was shocked to say the least. She wasn't exactly sure how she felt about this. She'd never in her life suspected Carrot would be into other stallions.

Fleur was barely containing a giggle as she saw her the stallion of her dreams was just as bi-curious as she was. All she could think was “AHA! I knew it!” Falling asleep with his face between another stallion's legs was pretty incriminating evidence Fancy would never be able to refute.

Finally, Maternity ward let out a soft defeated sigh.

She'd known her husband had a thing for the stallions. She knew he was still very much attracted to mares, and most of all herself. It wasn't her husband's sexuality that bothered her. It was her own.

Cupcake finally pulled her eyes away from her husband to look at the other two mares. She saw Fleur's grin, and Maternity's sad face.

“Hey...” She spoke gently. “Lets go to my room.”

*** *** ***

“I honestly can't say I'm upset, girls. You both should know that Fancy and are have a very open relationship. And I must say I think it is healthy for a couple to be as open.”

Cupcake let out a sigh, and turned to face her friend sitting on the bed.

“I know where you're coming from, Fleur. But it just feels so... Strange! Carrot's never hinted at anything to do with a third party in bed, never mind a stallion!”

She was very confused, to say the least.

“I mean, did he always want to sleep with other stallions? Was he too afraid to tell me? I thought I made him happy all by myself...”

“Now darling, you know very well that you make him happy. And I am certain that if he had something to say, he'd have said it to you. Carrot doesn't seem like the stallion to keep a lot of secrets, and believe me, I've gotten very good at picking them out in my life.”

This made Cupcake feel slightly better, but still didn't answer her questions. She'd have to have a talk with her husband after tonight...

“Now... Maternity... What is going on in your head?” The white unicorn turned to the far corner of the bed, where her cream colored friend was playing with her light pink mane.

“Come on, you can tell us. I know whatever it is, it's bothering you.”

Letting out a sad sigh, the mare stopped twirling her mane and looked over her shoulder to face her friend.

“Fleur, did I ever tell you about my mother?”

This caught the unicorn by surprise.

“Um... I can't say you have.”

“I always resented my mother when I was little... Never thought I'd be so much like her when I grew up. But a mare gets her cutiemark, and whatever it says, that's her life. Her destiny...”

Both Cupcake and Fleur had turned to face their friend properly and listen in.

“She worked in the hospital as a midwife just like I used to. She was a very... Traditional mare... And as a grownup I can respect that, but at the time, the whole “fillyfooling” revolution was hitting the schools hard. I can't tell you how hard she screamed when she found out...”

She had to pause, recalling a painful memory. Fleur was just about to interrupt, but Cupcake had bumped her before she could get a single word out. After a moment she regained her composure and carried on.

“I was a very popular filly back then, well known throughout my entire school. I always kept up with the trends, and even set a few. There was a filly who was always at my side, and she was my first love...”

Maternity was envisioning her younger years, and all her friends. But this filly was special to her.

“We had been the best of friends, her name was Cheerilee and the two of us were inseparable. We even got our cutiemarks together, the day we both looked after a neighbor's two foals. I realized my destiny in taking care of children, and she'd realized hers in teaching them.”

“One day in the Summer, we were at my house, I lived with my mother still. We were in my room, and though mom thought we were braiding each other's hair and other girlie claptrap like that, I had my muzzle buried deep in her gash, she had hers in mine, and we were both licking like the horny teens we were.”

Fleur's cheeks flushed slightly, she was getting hot thinking of her friend in that kind of position. Cupcake was deep in thought, but still listening. She could have sworn she'd heard of a 'Cheerilee' before...

“Back then, we only stopped to turn the mixtape from side A to side B, which was the last I'd ever flipped that tape... The Bangles just finished on side A, Cyndi Clopper was singing her heart out, and I could hear the brushing of Cheerilee's pink leg warmers on my ear lobes, she was kicking her rear hooves, ready to climax into my mouth, and I wasn't too far off myself... Then...”

She choked up, and didn't notice she was on the verge of tears. She felt a friendly hoof rest on her shoulder, and she looked into Fleur's gentle eyes. With a newfound strength, she carried on.

“The first thing I heard was a loud crash, and the music went silent, as the boom box smashed into the floor with a horseshoe lodged in one of the speaker cones. We both jumped instantly, I nearly had a heart attack. There in the doorway, mother was seething with rage.”

“It didn't take her but a second to march with three horseshoes to the bed. She bit down hard on Cheerilee's scarf and tossed her onto the floor near the door, screaming at her to get out. As she scrambled to her hooves to run, mother had shouted at her never to come back.”

“That was really just the start. After the dust settled, mother thought my dad would be on her side. My dad was a very kind and loving stallion, and right in her face he told me I should never be ashamed to be who I am. He told me it was my choice to make, and nopony could choose for me.... Mother was enraged at him, even more that he wasn't on her side of the argument. I never really said much, I only watched from a distance as my parents were driven apart.”

“Later that year, mother had filed for a divorce and I decided enough was enough. I packed all my things, and moved out of my parent's house. I'd accepted a scholarship to a nursing school in Canterlot, and met Deal Striker during my first year. By year three we were a couple. I was never able to get in touch with Cheerilee then, I don't think she wanted to talk to me after the incident... And a year after I graduated my father died of a heart attack all alone in his single room apartment.”

“To this day I feel resentment towards my mother... But I also feel like I am to blame for what happened to my dad.”

Maternity finished her story, and felt two pairs of hooves wrapped around her.

“You two are the only ponies I've ever told that story in it's entirety to. It... It feels good to get it off my chest.” She smiled

“We're happy to listen, Maternity.” Cupcake spoke comfortingly

“Of course. And there isn't any reason for you to feel like you are to blame for what happened between your parents. If anypony is to blame it's your mother” Fleur hugged her tightly

“You don't understand, Fleur. All this time I've been so scared about accepting I have a thing for mares... Like if I ever do that, I'll destroy something else. I truly blame myself for my dad dying alone.”

The cream colored mare sobbed softly

“Maternity... What if your father could see you now? What would he say to his little filly if he saw her like this?” Fleur asked gently, but stern.

“H-he'd... He'd tell me not to hide who I am...” She dried her tears, sniffing.

“He's up there looking down on you, Maternity. And he wants you to be happy.”

For the first time since the three entered their suite, the pregnant mare smiled. Reaching her hoof around the neck of her friend, she felt truly happy.

“Thanks, girls. You're the best friends a mare can ever wish for”

Pulling back, she got a wicked look in her eye.

“What is it?” Cupcake asked, concerned.

“Oh... Nothing...” She said around a devilish grin. “Just a punishment for the boys”

“Oh?” Fleur asked, her brow cocked. “And just what would that be?”

The cream colored mare thought another moment, before turning to Cupcake.

“We're gonna need your toy collection. Particularly... BDSM equipment.”

*** *** ***

[Much earlier]

Carrot came down from his third orgasm that night, sinking deep into the soft mattress. Fancy may have been new to cock sucking, but he was damn good at it.

He felt warm flesh press against his lips, and his nostrils were met with thick stallion musk and the smell of cum.

Opening his eyes, he saw Deal Striker looming over him with a semi-erect cock resting on his nose.

“Your turn, big guy. This dick's been sucked by every stallion here except you”

“There are only three of us, Striker”

Carrot mumbled, the cock barely affecting his speaking ability.

“Aw, come on. You haven't sucked any cock tonight. Try it, you'll love it. Trust me, it's an excellent source of protein, too.”

This made Carrot laugh softly, before turning his head up, opening wide, and accepting the large cock into his throat like a pro.

The not quite solid member was easy to suckle, and it tasted very strong of saliva and cum, but some of the original musky flavor was still there. He could feel it getting stiffer in his mouth, and he felt his own cock enlarging.

He hadn't had this many orgasms in one day since he was a spry teen.

His mind was focused on the rod in his throat, as he tried with all his might to keep his gag reflex at bay.

Striker was at full mast, and had slowly began to thrust his cock in and out of the fleshy tunnel of Carrot's throat.

The yellow stallion could feel breath on his testicles, as Fancy, fully recovered, began to idly lap at his loose ballsack.

He would have whimpered if he didn't have his mouth full, Striker was picking up the pace and it was getting slightly harder to breathe through his nose, Carrot had to focus.

This was not helped by the warm tongue on his balls moving lower, to even more sensitive flesh near his anus.

The stallion thrusting into his throat was setting a rapid pace, and it seemed like he was getting slight erratic, ready to cum.

The stimulation between his legs was causing Carrot's erection to grow painfully stiff, and he needed release. But more importantly he needed air, he was running short, his nostrils were blocked by two massive testicles as the intruding rod was pushed deep into the back of his throat.

He felt like his eyes were bugging out, as Striker finally came, dribbles of thin cum pouring from his cock as he pulled it out and let some of the large drops ooze onto Carrot's chin.

The yellow stallion took a large gasp for air, and let himself relax. That'd taken more out of him than he realized, and he was dizzy. All in all, it was a wholly pleasant experience, and the taste was delectable.

“Ahh... That was fantastic!” Striker spoke in a gruff voice, almost completely wiped out before he noticed Fancy's ministrations.

“Let me take over for you, Fancy Flanks”

The white stallion obliged, moving to the side while Striker moved in and began to rub the massive orbs dangling between the winded stallion's legs.

Just as he started to suck the hard cock, Fancy decided he'd resume his tender licking on his old friend.

Carrot was in absolute bliss. His cock was in a fleshy heaven, hot and wet. Striker really knew how to give head, and he was currently poking the tip of his tongue into the urethra of the baker's flat cockhead, milking it for every drop of pre.

His muscles clenched for the fourth time that night, and Carrot let loose his final drops into the heavenly mouth of he stallion sucking him.

Once the high had worn down, his eyes slid shut and he panted like a dog. His panting slowed into deep breaths, and before he knew it he was in the dark void of dreamless sleep.

[The present]

Something stirred in the void, and light was returning along with consciousness to Mr. Cake.

He tried to open his eyes, but a crusty film kept them shut. Trying to reach his hooves to his face, he noticed their awkward position, and inability to move.

“H-hello?” He croaked out, his throat sore and dry.

He could hear other ponies in the room, and a mare giggled. At the edge of his hearing he heard:

“Cup, he's awake” Followed by hoofsteps.

“Finally awake, are we?” He heard the voice of his wife, speaking very sternly.

“U-um... Honeybun-” He was cut off by the crack of a whip, and a sting in his side.

“That's 'Mistress' to you, slave” The mare spoke directly in his ear.

“M-mistress... I can't open my eyes.”

“Oh? Does my little colt want to see?”

“Y-yes Mistress.”

Cup looked down at her husband's crusted eyelids, and began to dribble her saliva down on them, rubbing it in with a free hoof.

Before long, Carrot was able to open his eyes, and what he saw was truly shocking to him.

He was in the master room in the suite, and in separate corners around the bed were his friends Fancypants, and Deal Striker. Both were gagged, The former was bent over a foldable sawhorse, his hooves tied to the base of each leg, and melted red wax dripped down his flanks.

The latter was suspended by a 'swing' secured to the ceiling, and his poor anus was being stretched to it's limits by a massive black rubber cock, fastened to a harness worn by his mistress. She had gripped his midsection between her hooves and was bucking him mercilessly.

Carrot Cake was stunned silent, taking in all the details he could.

“What in Celestia's name did I miss...” He let slip

*CRACK*

“Did I say you could speak?” Cup chided.

“No, Mistress!” He quickly replied, his full attention returned back to his wife.

“Good. Then we can begin...” She grinned devilishly, coiling her whip.

Carrot would have gulped nervously, had he not been parched.

His Mistress put her whip away, much to his confusion, as she dug through one of their large bags.

Her head emerged a moment later, a wide flat paddle in her teeth. The menacing switch was jet black, riddled with holes, and studded on one side.

“You've been a very bad colt, and bad colts get paddled. Isn't that right?”

“Y-yes, Mistress.” The bound stallion replied nervously.

He was laying on his legs like a cat on the bed, and his flank was perfectly exposed for a paddling.

His mistress drew in close and tapped the studded side against his stiff flank, taking aim. Another tap, and she reared back, and brought the paddle down to it's mark with a loud *WHAP* and a yelp from her sub.

Upon quick inspection, she saw she'd left a red mark. She smiled and got ready on the other flank.

*WHAP*

Another yelp, followed by another red mark on Mr Cake's rump.

He wiggled uncomfortably, his bonds were just a little too tight. Looking to his side, he saw his Mistress digging in her bag again.

When her head emerged, a black bridle hung from her teeth, complete with blinders. A lustful expression hung on her face.

Moving closer, she transferred the bridle from her teeth to her hooves, and began to press it to Carrot's face, and strapping it behind his head. There was a solid piece of thick fabric that covered his snout, but he couldn't for the life of him remember what it was for.

It was true the two always liked to collect the lewd clothes and 'toys' since they were younger, but they didn't always have time to play with most of them.

All the memories of this particular bridle snapped into place in his mind and his Mistress snapped the large dildo into place on the snout of the garment.

His attention refocused as his Mistress picked up her paddle in her teeth and spoke:

“Are you ready to please your Mistress?” She asked, not waiting for an answer as she moved over him, spreading her legs to either side of his body.

“Yes, Mistress” Carrot could barely mumble out over the strap-on covering his lips.

Smiling wide, the mare backed her flank up and lowered it slightly, aiming to impale herself on the wide, long phallus.

Her nether lips were dripping milky arousal, her menstruation had her sex drive pegged in the red, and her body was ready to receive pleasure in any form it could, her clitoris and Gräfenberg were hypersensitive.

She shivered at the gentle touch of the cold plastic against her burning sex, rubbing it up and down her hot gash to thoroughly soak it in her reproductive juices, before guiding it to her winking entrance.

Carrot's view was dominated by two massive globes of blue furry flesh, split in two by a large ravine and twirly pink tail.

The blue orbs angled downwards, and he could see and feel the tip of the dildo brushing the puffy lips of his Mistress, and he noticed her thick arousal coating the shaft and dripping down. A warm drop landed squarely between his eyes, causing them to cross for a brief moment, his wife was a leaky faucet, and he was trapped under her to catch her drippings.

Slowly the pressure against his nose began to rise, as his Mistress pressed herself down, her lips stretching to accommodate the wide toy, sliding in rather easily with the amount of wetness.

All the way down the wondrous shaft, Cup couldn't contain her gasps and moans, being filled was the best feeling in the world for a mare, and a mare in heat was no exception.

Before long she bottomed out, relaxing and putting the full weight of her plump rump on her sub's face, reminding him of who was in charge, she rocked herself back and forth, grinding her ass cheeks on either side of his face, and rubbing her g-spot just right against the rough plastic.

She remained seated on her sub's face grinding her flanks back and fourth for several minutes, before finally lifting herself up, and dropping herself back down, forming a slow rhythm to bounce to, making sure she hilted every time to smack her flanks into the face of the stallion below her.

Carrot was being smothered, the wetness of his Mistress had soaked the cloth covering his nose, and he had to breathe through the sides of his snout, where more juices were leaking into his mouth.

His olfactory system was overloaded with the scent of arousal and feminine musk, and his cock was painfully hard against his belly.

Cup noticed this as she continued her bouncing, reaching with the paddle in her mouth to prod at the stiff rod, eliciting a grunt from the stallion under her, bringing a grin to her face.

“Does my little stallion want pleasure?” She asked with mock sweetness.

“MmmHmm” She heard in reply.

She observed as she kept her prodding up, that the head of his cock, puffy and throbbing, was dribbling thin precum.

“You must pleasure your Mistress first, and if you cum before I do, the punishment will be severe, understand?”

“Y-yes Msitress!” He said with a groan, the feeling of the rough hard paddle on his sensitive flesh was slightly painful, but oddly pleasurable.

Cup kept her teasing up, rubbing the studded side of the paddle over the bottom of her sub's shaft, and gently tapping with it as she brought her rump down, and ground her g-spot on the toy inside her.

Orgasm was approaching quickly, but she really wanted to keep the punishment of her husband going, she decided to kick the teasing up a notch, leaning down, she dropped the paddle at her side, and began to blow gently on the dripping urethra of her sub's cock.

Carrot was on the verge, the cool air flowing across his hood was coaxing him to orgasm quickly, and he knew he couldn't hold out much longer.

Suddenly he felt two gentle hooves grip either side of his shaft, and slowly rub up and down, teasing more precum out.

Cup was so very close to cumming, she had to keep teasing. Her efforts were rewarded when she felt the stallion she was laying on seize up with a loud grunt, a hot shot of semen fired from his pulsating cock, her flinching reflexes barely keeping her from getting sperm in her eye.

The one spurt wasn't alone, it was followed by three others, each weaker than the last, until there was nothing but a tiny dribble.

Cup lifted her rump higher than before, and slammed it down, punctuating each word she spoke next:

“I. SAID. I. CUM. FIRST!”

She slammed her flanks down hard, feeling the tip of her toy prodding her cervix every time she dropped, the sharp pain pushing her over the edge as her own body seized up, she barely managed to rock back and forth to keep her pleasure up as she sprayed her juices all over the dildo invading her tight pussy.

She barely noticed in her intense orgasm that she'd been squeezing her bladder hard, causing her nearly clear piss to spray all over the face and chest of the panting stallion she was riding.

After screaming like a whore, the spasms that rocked her body subsided, and she slid to the side and flopped onto the mattress, the plastic in her trembling hole slipping out with a sucking noise.

As she laid on her side panting like a dog, she couldn't resist taking a gander at the mess she'd made all over her sub.

Carrot laid there breathing hard through his teeth, his fur was matted all over his body, wet with various fluids from between Cup's legs.

The stallion was completely out of breath, and was focusing on recovering as much strength as possible. His short recovery was interrupted by a terrible giggle over head.

“Oh, my little colt has broken the rules... He's such a bad, bad colt.”

He had been laying on his hooves for ages now, and his front legs were completely numb, his bonds and facial gear were uncomfortable against his skin, and his vision was blurred by droplets of vaginal fluid, but he could make out the shape of his wife as he blinked the goo away.

“Bad colts must be punished, dearie.”

Her voice came sternly to his ears, and he was rocked by her movement on the bed as she hefted herself to her hooves, and dismounted the bed.

He was left alone, but could still her the voice of his mistress on the other end of the room.

“Fleur, dear? Are you too busy with Fancy?”

“Not at all, what do you have in mind? I heard you say something about punishment earlier.”

“Well...”

That was all Carrot could hear, as the two mares dropped their voices to quiet whispers. He could make out the voice of Maternity.

“Is my little slave thirsty?”

After a groan, the voice of Striker sounded softly.

“V-very thirsty, Mistress. Please.”

His attentions were stolen away by a light pink aura enveloping his body, tingling on his fur.

As his weight began to slowly lift, he heard a gentle posh voice speak to him just outside the field of his vision.

“Been a naughty colt, have we? How about offering my slave a bit of company, hmm? You can join him in his punishment...”

She trailed off, slightly distracted by the hanging of a new 'swing'.

Carrot was turned, and could now see his friend Deal Striker and his Mistress. She was positioning her rear end over a clear glass, and he watched as a faintly yellow stream began to fill the vessel, in moments it was filled to the rim.

“Ahh... Your Mistress has a special drink for you... Ooh... Hah... Drink up”

She finished, holding the glass in her teeth to allow Striker a drink.

Before he witnessed the stallion take a single sip, Carrot was turned the other way, and a harness was being fitted around his chest and rump, the middle ring was hooked onto the swing, and the two straps made an 'A' as the aura surrounding him vanished, and he was suspended by the harness.

The blinders on his bridle kept his focus on the stallion rump in front of him. Flanks showing signs of abuse in dribbles of wax, but no signs of any anal intrusion as was the case with the other stallion in the room.

He suddenly became aware of the plastic phallus still strapped to his nose. How had he forgotten about it? He knew exactly where it was going next.

“Fancy, dear, do prepare your anus. I shan't offer you lube, you should hope Mrs. Cake's juices are lubricant enough.” Came the sound of Fleur's voice.

The unicorn stallion let out a faint whinny, as he felt the cold wet plastic rub his tight pucker.

Carrot had forgotten everything around him except for the tingle of magic on his coat, the smell of sex, and the grunting of the stallion in front of him.

His eyes focused on the end of the dildo on his face, and saw the tight fleshy ring wrapping around it, he was sliding in at a good pace.

As he slid in to the base, his nose pressed against Fancy's flanks through the fabric of the bridle strapon. Mercifully his sense of smell was greatly hindered by the soaked cloth.

He was still, suspended in the air, and could feel Fancy wiggling on the end of his snout.

Suddenly he felt two thick hooves at his posterior.

Carrot nearly jerked his head to take a look, but it was held firmly in place. His wife's voice came to him.

“You should prepare your anus too, little colt. And I suggest you bite that tail in front of you”

He didn't get much time before he felt cold plastic vibrating on his rear, and in moments it was shoved all the way to the base, to his relief it was very well lubed.

His back door wasn't locked, and the intrusion was barely resisted and relatively painless, though it made him feel full and sore. Like he'd been desperate to use the colt's room and wasn't going to hold it much longer.

His Mistress was rough with him, and before long he decided to relax completely and take it all in. It was becoming strangely pleasurable, after all.

His body was rocking back and forth with the bucking, and it was causing him to slide roughly into and out of the stallion in front of him, who's grunts turned from those of discomfort to those of pleasure.

He was shocked at how enjoyable this all was. His adrenaline levels were high, and he was breathing heavy. His heart was beating quickly, and the pain was amplifying his pleasure.

He could feel the sweat dripping from his coat, and he was getting close to climax. The toy inside was rubbing just the right spot, and he felt it like a tingle in the very deepest part of his cock, a slight pressure building.

The idea of being driven to orgasm in such a way turned him on even more, and he could tell by his ear that Fancy must be close as well.

“Are you going to cu for your Mistress, little colt?” Fleur speaks again.

Her horn shimmers, and a click is heard under the yellow stallion. Then another one under the white stallion.

Before either can ponder what the sound was, a tickle is felt along their sensitive flesh.

Carrot tenses up, the unfamiliar feeling of a unicorn's magic caressing his rod was a shock to him.

“I'm going to milk you two for every drop of cum you're worth” Fleur mused out loud, before she set about pleasuring the two panting stallions in front of her.

Carrot couldn't hold it any longer, he let loose a strained grunt between clenched teeth, and began to spill his seed into the shot glass his prick was aimed at.

Despite the action of the previous night, he still had enough left to fill the glass nearly to the top, though it was runny and clear.

As his senses came back to him, he realized that the stallion in front of him was cumming too, and was not quite finished.

The room returned to relative quiet, save for the gasping of three stallions, and moans of one mare, Cupcake.

She dismounted her husband, and he slid out of Fancy's rectum without her support.

Stooping low, she grabbed the small glass, carried it to Fleur, and exchanged it for Fancy's.

“I wonder if he tastes different than my Carrot...”

“Sperm can taste quite different from stallion to stallion, darling... Not that I have TOO much experience with that, mind you.”

The Canterlot mare spoke with a blush.

The two raised their glasses, and Cup spoke.

“To broadening horizons:”

“Broadening horizons!”

Mirrored the other mare.

“Wait!”

Maternity moved in closer, and raised her own cum-filled glass to the other two.

“Broadening horizons! And may we have many more pleasant experiences together!”

*Clink*

Each took a sip, and smiled at one another.

“So tell me, Maternity... Does your husband have a thing for erm... Urination? Or was that just 'spur of the moment' ?”

“Well... If you really must know, we both kind of have a thing for watching the other... Take care of business... We've even tasted each other's pee... But He's never actually drunk any real quantity of mine. He actually liked it, said it was salty and tasty”

“Really? How do you two share such... Fetishes? Are you not afraid of rejection?”

“Not at all, rejection doesn't mean that much to a married mare... Not coming from her husband, anyway. Besides, a sex crazed stallion like mine would try ANYTHING at least once. I'm more afraid of challenging him, than anything”

The two laughed, and turned to cup, who'd cleared her throat.

“Oh? How do you it? Fancy does have nice taste.”

“Well... It is different... Not bad at all, actually...” The blue mare blushed.

“Can I try a sip?” The two turned to the pregnant mare.

“What? Is there something wrong with wanting to try a different stallion's seed every now and again?” She joked.

“Actually, yes. If that stallion happens to be MY stallion.”

Fleur snatched the glass away from Cup using her magic, then leveled a playful smirk at Maternity.

“If you want this sperm, you're going to have to taste it off of my tongue”

At that, she put the glass to her lips, and began to slurp the contents, but not swallowing.

Cupcake was shocked, staring at the two silently waiting to see what her cream colored friend did.

Then Maternity raised a hoof. Stretching it out, before placing it back down, she took a step.

Then another.

And another.

Her eyes slid closed, and as she leaned in, her lips pursed.

Time was slowed down tenfold, and Cup saw the mare's lips connect.

They kissed deeply, and the baker could clearly make out the form of their tongues in each other's mouths.

Finally after what seemed a lifetime, the two broke apart. Lips still connected by a line of semen, which was broken by Maternity slurping loudly.

“Ahh...” A pause.

“Not bad, actually.” She chirped happily.

The high society mare was still stunned speechless.

“...”

“Do you two wanna have sex?” Two heads snapped at Cup's words.

Now with the gaze of her friends on her, she had to think of something else to add.

“...We could make the boys watch?”

“Sounds like a plan to me...” Fleur spoke, much to Cup's relief.

Maternity still seemed unsure...

“Well... I don't think I... I mean... Heh... Lets keep them tied and point them to the bed while we do it” She finally said with a smile.

The three giggled as they set off to work.

It had only taken a moment to turn the stallions towards the bed, where the three mares bounded on the sheets and snuggled close.

The first move was made by Fleur, moving to part Cup's blue legs with a laugh.

“Mmm, let's see if those flanks are as sweet as your cutiemark implies...

*** *** ***

The three bound stallions stared in shocked arousal as they watched from their varying angles, the spectacle playing itself out upon the ruined sheets of the hotel bed.

Carrot Cake was harder than he'd ever been, as he watched the lower lips of his wife parted by the pink tongue of the fancy off-white Canterlot mare.

How he'd love to pound the new mare's tight plot, rocking her body back and fourth, spearing her snout in his wife's juices.

He felt like he wanted to degrade Fleur in the most sexual and primal way possible for toughing his wife, his property. He wanted to make her into a toy to pleasure himself and his mare he cared for and protected.

He lurched, trying to keep from spilling his seed on the floor at the very idea of the things he'd do to his mare if the laws of civilization were town down and trod upon.

Fancy stared in rapt attention, barely breathing. This wasn't his first time participating in an orgy, though he'd never had to watch one from the sidelines before.

He couldn't explain why the sight of his mate eating out the larger blue pony turned him on so much. Could it be he had a hidden affinity for chunky mares? “Perhaps” He thought. “Or perhaps not.” He added to himself, as he observed a heavily pregnant, and mildly left out mare call out for attention.

Sexual attention.

By straddling the tale of his mare to grind it against her out-of-reach privates.

He could see how tight her tummy was, so plump and it was begging for a rub.

He imagined Fleur tenderly suckling on his hood, only for him to pull away from her snout to deposit his load across the breadth of this mare's expectant belly.

Perhaps Fleur would want to clean it out of her friend's coat?

The white stallion silently shivered, realizing that if he didn't calm down soon, he would find his bondage more unbearable than anything he'd ever had to endure.

Lucky strike wasn't as turned on at the sight as his companions were. Instead his imagination had to take him to a different place... He wasn't content to be the only stallion in the mix.

He fantasized about his wife using him, degrading him with another stallion. He wanted to become a cuckold to his wife.

He dreamed in his bonds about being denied sexual pleasure for weeks at a time, only to play second best to a strange stallion Maternity had brought home.

He imagined if the first time to try it, it was Fancy.

He envisioned having to warm his friend up, before he was ready to penetrate his wife. He could see himself holding his mare's flanks apart, and watching her face as she was truly pleasured in a way he could not fulfill.

He dribbled thin semen on the floor under him as his fantasy reached it's climax, and his wife made him clean the creamy mess her and Fancy'd made.

Like a good cuckold, he's used his tongue and in moments the white dribbles were never seen again.

His attention was brought back to the scene in front of him, and he smiled a wide smile at his wife, who was not being tended to by her new friend Cupcake.

The blue mare had jammed her hoof into her desperate hole, to satisfy her animalistic urge to be filled up.

Maternity's screams echoed throughout the hot and musty room, she demanded more, but was muffled when Fleur lowered her burning lips down to his wife's very active mouth with a sigh of delight.

*** *** ***

After several orgasms, the trio of mares lay on the bare mattress. The bedding had been completely ripped off in their play. Cupcake drew in heavy gasping breaths as she recovered from her latest scream of unbelievable pleasure.

A soft voice pushed through the panting, it belonged to Fleur.

“Mare rule, colts drool.” She breathed stupidly before laughing to herself as she heard the stallions struggles on the other end of the room.

Cupcake gave her a funny look, and the fancy mare settled her laughter.

“See? They're drooling”

She pointed.

The three mares rotated to observe their stallions.

“Hey, MY stallion isn't drooling!” Maternity said happily. Then corrected herself “Well... Not from his mouth, anyway.”

Then they joined in laughter as they noticed the strand of semen connecting Deal Striker's erection to the floor.

“Aw, I think they've had enough.” Fleur said sympathetically, getting up off the bed.

“Come on, darlings. Time to stretch your hooves.” She announced as her horn lit, and bonds and straps untied themselves.

The bound ponies slid out of the positions they'd been in for Celestia knows how long. Groaning as they stretched and relaxed.

Carrot Cake only stretched for a moment, before he was on his hooves, and making a determined beeline for his unexpecting wife, roughly rolled her over in bed onto her belly, ignoring her yelp, he slammed himself into her to the hilt.

He focused on the slapping of flanks ignoring the initial protests of his mare.

Carrot was determined to treat his mare like his property, even if just for a few minutes while he used her to get his rocks off.

Fleur had settled herself on the bed, too surprised by the scene to notice Fancy moving between her and Maternity.

Striker did notice, however. And made his move.

Fancy stroked his hoof gently across a very surprised Maternity Ward's tummy.

“It's alright, my dear”

Fancy breathed assuringly

“Just relax...”

He reached his free hoof to stroke his erection, only to thump it against the head of his friend, who was hovering his mouth over the throbbing rod, ready to impale himself on it.

“Lucky St-ah-hah!” Fancy Pants shuddered in pleasure.

His ears were filled with the sound of two ponies relentlessly bucking next to him, and a hot and wet mouth on his cock gently making 'shluck' noises.

He focused his efforts on rubbing the smooth tummy that had fascinated him before, and after only a moment he brought his tongue upon it to lick the fur in the wrong direction.

The rocking of the bed increased, and the grunting of his friend Carrot increased in frequency as he became a frenzied near-orgasm stallion desperate to satisfy his urge.

He was spurred on to his own climax after only what must have been three minutes, and he quickly pulled spasming cock from it's wet enclosure and quickly stood on three legs over the pregnant mare under him, who was shocked by his sudden movement, and before she could protest, he spewed his load he'd been building up all over her cream colored fur in white streaks.

As he fell to the side in a fit of gasping, and grunting, Fancy couldn't recall an orgasm that intense in his recent history. He lay still, not registering anything buy his own panting, and enjoyed the still.

“Still? I suppose Carrot has finished his business as well, then” He thought. He dared open an eye to observe his surroundings.

Cup and Carrot were indeed finished, and if he didn't know any better, he could have sworn Carrot orgasmed himself to sleep. That sounded like a fantastic idea, but he wanted to observe one more thing before he shut his eyes again.

He turned his focus to Maternity, who sat there with a blissfully amused look on her face as her husband gently fought Fleur for who'd be licking up the mess,

“Ahhh...” He let his sigh come out extra loud, and Cup mirrored it.

The two glanced at each other.

“I'd taste your cum in her pregnant belly, but I'm simply too tired and content to lay here”

She spoke to very softly, yet her voice carried well over the sounds of licking and slurping.

“I wouldn't mind licking her tummy either, I have to be honest. Sperm coating or no”

The two smiled, and lay their heads back to get comfortable.

Time went on, and before long, all six ponies were laying still with eyes shut, some sleeping, others well on their way.

Neither one of them would be waking up for a long, long time.

Author's Note

Much delayed. But is it better to be late than to never be at all? I think so. Been a busy busy month for me. But being laid up in a hospital does wonders for one's desire to write!! And this chapter only needed another thousand words or so to be publishable. This is an un-edited version, so if there are any flaws I missed on my first pass, then so be it. I'd really rather just have it out there.

Hope you enjoyed, please leave a comment! And give me a thumb, if you haven't already. (I use them for sexual amusement)

And now to write another chapter for Curious! This one will be fun, lots of Discord in it.

Day Zero

It was almost noon in the bustling town of Ponyville, as we find a yellow stallion piling another packed bag into the wagon parked in front of his bakery. Mr. Cake turned to see his well rounded wife coming up behind him with a bag handle in her teeth, and a sexy look in her eyes.

“Is that the last one, honey?” The stallion asked, catching a glimpse of her jiggling flank as she passed.

The blue mare placed her bag on the pile, and looked over her shoulder at her husband.

“Yep, last bag. We're all set for our little getaway” She moved in to kiss him on the lips, however the kiss lasted only a second before a pink wad of ADHD bounced out of the front door.

“Ohh! I'm so nervous! Are you sure I can watch the foals for a whole WEEK? THATSSEVENWHOLEDAYS!!!!” Pinkie exclaimed, sitting on her hind hooves, biting her front.

The couple broke away to face the mare with faces surprised at her sudden outburst. Cupcake's expression softened, she put on her most reassuring smile.

The whole purpose of this trip was to get away from the foals (and Pinkie) and spend some much needed alone time in a trashy, dimly lit hotel to do nothing but buck each other's brains out. There was no way she was going to let Pinkie back out of watching the foals, she'd been planning this trip for months, Celestia damnit!

“Oh, Pinkie dear, we're completely sure you'll be able to watch our darling foals! I know a week sounds like a long time, but believe me, its not long enou- I mean, its no time at all!” She said warmly

“Besides,” Carrot chimed in, “Your coltfriend will be here any minute, and he said he'd love to help out! You and Big Macintosh are great with foals!” He said, positive that'd reassure her.

Sure enough, her face brightened at the mention of her beloved. Blushing slightly, she finally accepted her responsibility.

“Well... Now that you mention it... It doesn't sound that hard... Okay! Worry not, Mr. and Mrs. Cake! Pinkie will not let you down!!” The insane mare was back to her happy ADHD self in no time, not noticing that in her hoof-flailing antics, she'd picked the couple up over her head.

“Uhh... Pinkie? Could you let us down?” The couple said in unison, much to Pinkie's embarrassment.

“Oh! Sorry” She said, letting them down with a goofy, tongue-out expression on her face.

“A-hem. I'm going to get harnessed into the cart, sweet” Carrot said to his lovely wife, before getting up and walking to the other end of the rented wagon.

“Now remember Pinkie, the house rules are posted on the fridge, as well as a planned schedule of the upcoming week. And remember, the bakery is closed early in the evenings this week so you can tend to the foals easier. Is there anything you need clarification on?”

The pink mare considered for a moment, her hoof to her chin in thought.

“Hmmm... Nope! I think I have all the into I need!”

This brought a smile to Cupcake's face. She was so looking forward to the next week.

“Honey! Are you ready yet?” Came Carrot's voice.

“Oh! Coming, Dear!”

Turning her head back to Pinkie as she trotted away, she left the waving mare with her parting words.

“Bye Pinkie! Take good care of the place while we're gone!”

“And remember not to feel the foals too much sugar! They'll never get to bed!”

Don't worry Mr. Cake! You two have a good time bucking each other's brains out in a cheap Manehattan hotel!” She called out loud.

The couple's faces turned white as ghosts. How the buck had Pinkie known that was their big getaway plan in the first place? And why would she shout it in the streets for pony sake!!

Completely UN-phased, Pinkie turned and re-entered the bakery to get everything ready for the lunch rush ponies.

Unbeknownst to the two still furiously blushing bakers, Pinkie's outburst had been heard by a mysterious set of ears on an inconspicuous stallion in a trench coat and bowler hat.

The stallion owning said ears and hat was watching the mare retreat into the bakery, and turned his head to the two ponies making their way to the train station.

“I say...”

“There you are, darling!” The refined female voice startled the stallion.

“Ah! Oh, it's you, dearest love. Are the bags all packed? I think I've found our next stop on our little 'vaycay' “

“Oh, wonderful! I have all our things packed away here in the suppression bag. Where are we off to now?”

“Why, Manehattan of course! And we'll be... Picking up some friends along the way.”

The two set off towards the train station, both disguised to avoid being spotted by prying poniratzi eyes.

*** *** ***

The Cakes had made it to the train station, and the train ponies were busy handling luggage and preparing the Friendship Express Engine no. 7 for a 6 hour ride into Manehattan Central Station.

As the ponies were being seated, and the train was getting ready to roll out of the station, the mysterious stallion and mare had just made it on with their tickets, the couple had gotten private cabin tickets as usual so they can have a little privacy.

As they were passing the third class seats, the stallion saw the baker couple he'd intended to follow. They were conversing with a mare who had three foals, and a fourth one on the way by the looks of it.

“Hm. Will have to find a good way to get to these two ponies. Ah well, I have time.” He though to himself, as he turned and shuffled into his cabin to relax.

“Yep, I'm expecting a fourth. Doctor said it's a filly.” The cream colored mare said proudly

“How do you take care of so many at once? We have two, and our hooves are so full!”

“Oh, I find a way to take care of them. Me and my husband are a good team when it comes to foals. This will be our fourth, but not our last. As my cutie mark would have it, making and raising foals is my special talent!”

This made Cupcake think... She'd enjoyed being pregnant, yes. The idea of having a life growing inside of her was just beautiful. Not to mention the hormones made her want to buck like never before, and she knew her husband loved it. Maybe...

Damn it, why was she thinking of having another foal? She was snapped out of her thoughts as her husband looked at her expectantly.

“Hon? Weren't you listening?”

“Uh... Sorry, dear... must have... Zoned out. What were you saying?”

“I was just saying how having foals was a very happy time for us”

“Uh-huh”

“And that we weren't going to have any more”

“Oh. Well... Yeah, we uh... No more foals.” she felt bad saying it, but wanted to move on to talk about other things.

“Yep. The baby factory is shut down.”

The two couples carried on chatting, as the train carried on rolling, chugging down the tracks as a good speed. This would be a long six hours for Cupcake.

Back in their private cabin, the two Canterlot Elite ponies, out of their disguises were tangled together in the bed of their tiny room, panting and dripping various bodily fluids from their recent activities.

“Was it a good climax, my dear Fleur?”

“Ohh, Fancy! They're all good climaxes!” She leaned in to kiss her lover on the lips and continued

“You're such a naughty colt, already wanting sex after I sucked you off in the hotel this morning”

“Well what can I say my dear? Any stallion who had you for a lover would be ready for action just as often”

To this, the well groomed mare patted her stallion on the chest playfully, then circling the tip of her hoof in his fur.

“You're my sex crazed stallion. And you've the most stamina of any steed that ever lived”

The two nuzzled affectionately, cuddling ever closer.

The six hour ride wouldn't last long at all for these two lovers.

Author's Note

Shoutout to the mile long club!

So this is a story I got the idea of just today and wrote in about an hour. It will be a bit more romantic but very fetish heavy. And there will be some swinging action between some couples on the train to Manehattan. I will write the next chapter as soon as I can, so expect more of this. It is a challenge for me to make a multi-chapter story, but I will see about having a separate chapter for every day the Cakes are away. Meanwhile, Pinkie and Big Mac have the bakery almost all to themselves... What will they do together? If you read my journal, you'd have a good idea of what.